Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. (a) In the event of a proposed bona-fide and arm’s-length sale of all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transfer.

Drag-Along Rights. In the event the holders of a majority of the Company’s voting capital stock then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or fifty percent (50%) or more of the capital stock of the Company, in each case in a transaction constituting an Acquisition Event, to any non-affiliate(s) of the Company or any of the Majority Shareholders, or to cause the Company to merge with or into or consolidate with any non-affiliate(s) of the Company or any of the Majority Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), you shall be obligated to and shall upon the written request of the Majority Shareholders: (a) In sell, transfer and deliver, or cause to be sold, transferred and delivered, to the event of a proposed bona-fide and arm’s-length sale of Buyer, some or all of the issued and outstanding Company Shares or Bank your Shares (including for this purpose all of your Shares that presently or as a result of any such transaction may be acquired upon the “Drag-Along Shares”exercise of an option (following the payment of the exercise price therefor)) held by Itaú Parent, Company One and each on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of their Permitted Transferees (collectivelyconvertible securities, the “Dragging Shareholder”redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Company, the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section. The drag-along right set forth in this section shall terminate as to any Person other than an Affiliate Shares upon the earlier of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name first sale of Shares to the proposed Transfereegeneral public, or (ii) an Acquisition Event in which the proposed purchase price (which shall provide successor corporation has equity securities that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferare publicly traded.

Drag-Along Rights. (ai) In the event that Parent (A) proposes to Transfer shares of a proposed bona-fide Common Stock, other than any Transfer to an Affiliate of Parent, and arm’s-length sale such shares of all Common Stock would represent more than 30% of the issued and then outstanding Company Shares shares of Common Stock, or Bank Shares (B) desires to effect an Exit Event, Parent shall have the right (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required TransferRight”), which upon written notice to Stockholder, to require that Stockholder join pro rata in such sale by selling a pro rata portion of Stockholder’s shares of Common Stock on substantially the same terms (including with respect to representations, warranties and indemnification) as Parent; provided, however, that (x) any representations and warranties relating specifically to Parent or Stockholder (other than with respect to the representations referenced in the foregoing subsection (x)) shall state only be made by Parent or Stockholder, as applicable; (iy) any indemnification provided by Parent and Stockholder shall be based on the name relative purchase price being received by Parent and Stockholder in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed Transfereepurchaser (Parent’s and Stockholder’s contributions to such escrow to be on a pro rata basis in accordance with their respective proceeds received from such sale), it being understood and agreed that any such indemnification obligation of Parent or Stockholder shall in no event exceed the net proceeds to Parent or Stockholder, as applicable, from such proposed Transfer; and (iiz) the form of consideration to be received by Parent in connection with the proposed purchase price (which shall provide sale may be different from that received by Stockholder so long as the aggregate valuation value of the Chilean Bank consideration to be received by Parent is at least equal to the higher same or less than what they would have received had they received the same form of consideration as Stockholder (x) its Fair Value and (y) the product of the Market Price multiplied as reasonably determined by the number of Bank Shares outstanding Board in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Noticegood faith). Such notice For purposes of this Section 9, “joining Parent in such sale” shall be accompanied include voting its shares of Common Stock consistently with Parent, transferring his shares of Common Stock to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies Parent and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferproviding such other cooperation as Parent may reasonably request.

Drag-Along Rights. (a) In If at any time the event Company or the owners of a proposed bona-fide and arm’s-length majority of the Company approves a sale of (i) all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all stock of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver Company to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transfereeone or more independent third parties through one or more related transactions, (ii) the proposed purchase price (which shall provide that the aggregate valuation all or substantially all of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product assets of the Market Price multiplied by Company to one or more independent third parties through one or more related transactions, or (iii) any other transaction where control of the number of Bank Shares outstanding Company is transferred to one or more independent third parties, in each case including if structured as of the date of the Required Transfer Noticea merger, consolidation, joint venture or other similar transaction (each, an “Approved Sale”), the Recipient will consent to and raise no objections against the Approved Sale and shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such Approved Sale. If the Approved Sale is structured as a sale of stock, then the Recipient will, if requested by the Company, sell or otherwise transfer its Restricted Stock awarded hereunder (iii) or any portion thereof if requested), on the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions approved by the Company. The Recipient will promptly take all reasonable actions deemed necessary or desirable, in the reasonable judgment of the Required TransferCompany, in connection with and to facilitate the consummation of the Approved Sale, including the Required Transfer date (which date may execution of all agreements and instruments reasonably requested by the Company. The Company will use reasonable efforts to notify the Recipient in writing not be less than thirty ten (3010) business days after delivery before the proposed consummation of an Approved Sale; provided, however, that the Recipient agrees not to, directly or indirectly, without the prior written consent of the Required Transfer Notice). Such notice shall be accompanied Company, disclose to any other person any information related to such potential Approved Sale, other than disclosures to legal counsel in confidence or as otherwise necessary to protect the Recipient’s rights under this Agreement or applicable law, or as otherwise required by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferlaw.

Drag-Along Rights. (a) In the event If a SAIF Shareholder wishes to accept an offer for that SAIF Shareholder to sell some or all of a proposed bona-fide its Equity Shares or ADSs to one or more Third Party Purchasers and arm’s-length sale of to include some or all of the issued Equity Shares of the other Shareholders in such sale and outstanding Company the consent to such a sale is given by the holders of a three fourths majority of the aggregate of the Equity Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One the SAIF Shareholders and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank SharesVentureTech Shareholders, then the Dragging SAIF Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) send a written notice (the “Required Transfer Notice”"DRAG-ALONG NOTICE") of such proposed sale to SCS and VentureTech (the “Required Transfer”), which notice shall state "DRAG-ALONG SELLERS") specifying (i) the name of the proposed TransfereeThird Party Purchasers, (ii) the proposed purchase price consideration payable per Equity Share (which shall provide that be the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Noticesame for all Shareholders), (iii) the obligation number of Equity Shares such Third Party Purchasers wish to purchase, (iv) a summary of the Transferee material terms of such purchase and the other material terms of such purchase applicable to purchase all of the Dragged Shareholder SharesDrag-Along Sellers, such material terms to be the same as the equivalent terms applicable to the Drag-Along Seller ("DRAG-ALONG SHARES") and (iv) a certificate signed by the SAIF Shareholder and the proposed Third Party Purchasers addressed to the Drag-Along Sellers stating that such consideration has been negotiated on an arms length basis and no other consideration for Equity Shares is payable by the Third Party Purchasers to the SAIF Shareholder; and (v) a letter from an independent internationally recognised investment bank retained by the SAIF Shareholder confirming that the consideration payable per Equity Share is fair and reasonable. Upon receipt of a Drag-Along Notice, each Drag-Along Seller shall be obligated to (i) 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 the Drag-Along Shareholders and the SAIF Shareholder, and (y) multiplying that fraction by the Drag-Along Shares; free of any other material Encumbrance, in the transaction contemplated by the Drag-Along Notice on the same terms and conditions as the SAIF Shareholder (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action to cause the consummation of such transaction, including voting its Equity Shares in favor of such transaction and not exercising any approval or voting rights in connection therewith in a manner contrary to the completion of the Required Transfer, transaction. Each Drag-Along Seller (i) further agrees to take all actions (including the Required Transfer date (which date may not be less than thirty (30executing documents) days after delivery in connection with consummation of the Required Transfer Notice)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. Such notice 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 acquisition PROVIDED THAT such due diligence by a Competitor shall be accompanied by (A) a written offer from subject to such additional restrictions as the proposed Transferee Board may reasonably impose to purchase all protect the confidential information of the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferfrom any misuse.

Drag-Along Rights. (a) In At any time, any member of the event Warburg Group may propose a Drag-Along Transaction with a Person or group of Persons who are not members of the Warburg Group, Affiliates of any member of the Warburg Group, or Affiliates of the Company and if such proposed Drag-Along Transaction has been approved in writing by the Majority Holders (any such approved Drag-Along Transaction, an “Approved Sale”), then all Stockholders shall consent to the Approved Sale, and if the Approved Sale is structured as (I) a proposed bona-fide and arm’s-length merger, share exchange or consolidation of the Company, or a sale of all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of substantially all of the issued assets of the Company, each Stockholder entitled to vote thereon shall vote in favor of the Approved Sale and outstanding Bank Sharesshall waive any dissenters rights, then appraisal rights or similar rights in connection with such Table of Contents merger, consolidation or asset sale or (II) a sale of all the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectivelyCapital Stock, the “Dragged Shareholder”) written notice (Stockholders shall agree to sell all of their shares of Capital Stock which are the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name subject of the proposed TransfereeApproved Sale, (ii) on the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of such Approved Sale. The Stockholders shall promptly take all necessary and desirable actions in connection with the Required Transferconsummation of the Approved Sale, including using their reasonable best efforts to obtain the Required Transfer date (which date may not be less than thirty (30) days after delivery consent of Board of Directors of the Required Transfer NoticeCompany to the Approved Sale and the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide customary representations, warranties, indemnities, and escrow arrangements relating to such Approved Sale (subject to Section 3.7(c)(v)) and (2) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth in Section 3.7(c). Such notice Notwithstanding anything to the contrary contained in this Agreement, the Stockholders shall be accompanied by (A) a written offer from the proposed Transferee permitted to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies sell their shares of all transaction documents relating Capital Stock pursuant to the Required Transferan Approved Sale without complying with any other provisions of Article III of this Agreement.

Drag-Along Rights. (a) In If, at any time, one or more Stockholder(s) propose to transfer Shares to any Person which would result in a Triggering Event in accordance with the event terms of this Agreement, and such Stockholder(s) (the "DRAG-ALONG RIGHTHOLDERS") have received a proposed bona-fide and arm’s-bona fide, arm's length sale of offer from an Offeror to purchase (including a purchase by merger, consolidation or similar transaction) all of the issued and outstanding Company Shares or Bank Shares (all or substantially all of the “assets of the Company, the Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder Rightholders may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) send written notice (the “Required Transfer Notice”"DRAG-ALONG NOTICE") to the Company and the other Stockholders (such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such proposed sale (the “Required Transfer”)sale. Upon receipt of a Drag-Along Notice, which each Drag-Along Seller receiving such notice shall state be obligated to (i) sell all of its Shares in the name transaction (including a sale or merger, consolidation or similar transaction) contemplated by the Drag-Along Notice on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all action (or refrain from taking certain actions) necessary to cause the consummation of such transaction, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all actions (including executing documents) in connection with the consummation of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation transaction as may reasonably be requested of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied it by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required TransferDrag-Along Rightholders.

Drag-Along Rights. (a) In the event of an Acquisition in which the holders of a proposed bona-fide and arm’s-length sale of all majority of the issued Common Stock of the Company (the “Approving Holders”) exercise the Drag-Along Right (as defined below), the Purchaser shall be obligated to and outstanding Company shall, upon the written request of such Approving Holders: (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the third-party buyer a pro rata portion of Shares held by the Purchaser, on the same terms applicable to the Approving Holders and/or (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting all Shares held by the Purchaser in favor of any Acquisition approved by the Approving Holders and executing any purchase agreements, merger agreements, escrow agreements or Bank Shares related documents, as the third-party buyer may reasonably require and that such Approving Holders shall have executed, in order to carry out the terms and provisions of this Section 3.5 (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required TransferRight”). IN FURTHERANCE OF THE FOREGOING, which notice shall state FOR PURPOSES OF ANY ACQUISITION IN WHICH THE APPROVING HOLDERS ARE ENTITLED TO, AND DO, EXERCISE THE DRAG-ALONG RIGHT, THE PURCHASER HEREBY GRANTS TO THE DESIGNEE OF THE APPROVING HOLDERS AN IRREVOCABLE PROXY TO VOTE THE SHARES HELD BY THE PURCHASER IN FAVOR OF ANY ACQUISITION FOR WHICH THE DRAG-ALONG RIGHT IS APPLICABLE HEREUNDER. SUCH PROXY IS COUPLED WITH AN INTEREST AND IS VALID FOR A PERIOD OF TEN (i10) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required TransferYEARS FROM THE DATE OF THIS AGREEMENT.

Drag-Along Rights. If the Company or its shareholders have received from a person or entity which is not an affiliate of the Company a bona fide written offer to purchase (aa “Drag-Along Sale”) In the event of a proposed bona-fide and arm’s-length sale of all (i) 30% or more of the issued and outstanding shares of Stock or (ii) shares of the Company’s equity securities entitled to vote in the election of directors (“Company Shares Voting Securities”) representing 30% or Bank Shares more of the voting power of all Company Voting Securities, the Company shall have the right, but not the obligation (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging ShareholderRight”) to any Person other than an Affiliate of any Dragging Shareholderdeliver a written notice (a “Drag Along Notice”) to Purchaser (or the Fiduciary with a copy to Purchaser, as applicable) stating that it or its shareholders proposes to effect such transaction, and if at such time specifying the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all percentage of the issued and outstanding Bank Sharesshares of Stock or Company Voting Securities, then the Dragging Shareholder may deliver as applicable, proposed to Company Two, Corp Group Parent and its Permitted Transferees (collectivelybe subject to such transaction, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name and address of the proposed Transfereeparties to such transaction and the consideration payable in connection therewith. Purchaser (or the Fiduciary, as applicable) agrees that, upon receipt of a Drag Along Notice, Purchaser (iior the Fiduciary, as applicable) shall, at the proposed purchase price (which shall provide that the aggregate valuation option of the Chilean Bank is Company, sell at least equal to the higher of same time as the other shareholders sell their shares, a corresponding percentage (x) its Fair Value and (y) the product based of the Market Price multiplied by percentage of Stock or Company Voting Securities subject to such transaction, as applicable) of the number of Bank Shares outstanding then held by Purchaser (or the Fiduciary, as applicable) upon terms and conditions which, in each case the aggregate, are no less favorable to Purchaser (or the Fiduciary, as applicable) than the terms and conditions applicable to the sale of shares of Stock or Company Voting Securities by Company shareholders in the date Drag-Along Sale; and Purchaser (or the Fiduciary, as applicable) shall otherwise take all reasonable actions including, without limitation, entering into agreements similar to those to be entered into by other Company shareholders, necessary to consummate the Drag-Along Sale (excluding any indemnification, contribution or similar obligations or agreements not specifically relating to a breach of any representation or warranty by Purchaser or the Required Transfer NoticeFiduciary, as applicable, as to Purchaser’s or the Fiduciary’s, as applicable, ownership of or ability to transfer the Shares subject to the Drag-Along Sale). The consideration shall be in the form of cash, equity or debt securities (iiiwhether or not publicly traded) or a combination thereof (but such consideration shall be in the obligation same form and the same proportion as that applicable to the sale of shares of Stock or Company Voting Securities, as applicable, by the Transferee other Company shareholders in the Drag-Along Sale). Purchaser (or the Fiduciary, as applicable) will use Purchaser’s (or the Fiduciary’s, as applicable) best commercial efforts to cooperate in any such transaction and will take all necessary and desirable actions in connection with the Drag-Along Sale as are reasonably requested by the Company or the Board, including, without limitation, the execution of an agreement to effect the foregoing in form and substance reasonably satisfactory to the Company and the person or entity making the offer to purchase the Stock or Company Voting Securities, as applicable (excluding any indemnification, contribution or similar obligations or agreements not specifically relating to a breach of any representation or warranty by Purchaser or the Fiduciary, as applicable, as to Purchaser’s or the Fiduciary’s as applicable, ownership of or ability to transfer the Shares subject to the Drag-Along Sale). The Company and its shareholders shall have no liability to Purchaser (and the Fiduciary, as applicable) if the transaction described in the Drag Along Notice fails to occur for any reason. Any Shares which are not sold pursuant to this Section 3 shall remain subject to all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required TransferPlan and this Agreement, including the Required Transfer date (which date may not be less than thirty (30) days after delivery continuation of the Required Transfer Notice). Such notice shall be accompanied by Company’s right to exercise the Drag-Along Right and Purchaser’s (Aor the Fiduciary’s, as applicable) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferrights under Section 4.

Drag-Along Rights. If(a) a majority of the members of the Company’s Board of Directors and (ab) In the event Requisite Investors approve a sale of Company or all or substantially all of Company’s assets, whether by means of a proposed bona-fide merger, consolidation, sale of stock or assets or otherwise (a “Sale of the Company”), all Investors and arm’s-length Holders shall consent to and vote their Shares in favor of the Sale of the Company, and if the Sale of the Company is structured as (i) a merger or consolidation of the Company, or a sale of all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of substantially all of the issued Company’s assets, each Investor and outstanding Bank SharesHolder shall waive any dissenters’ rights, then the Dragging Shareholder may deliver to Company Twoappraisal rights or similar rights in connection with such merger, Corp Group Parent and its Permitted Transferees (collectivelyconsolidation or asset sale, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transferee, or (ii) the proposed purchase price (which shall provide that the aggregate valuation a sale of the Chilean Bank is at least equal stock of the Company, the Investors and Holders shall agree to sell their Shares on the higher of terms and conditions approved by (x) its Fair Value a majority of the members of the Company’s Board of Directors and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice)Requisite Investors; provided, (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shareshowever, and (iv) any other material terms and conditions of the Required Transferthat, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) all proceeds from such Sale of the Company shall be payable to the holders of the Company’s Stock in accordance with the Certificate of Incorporation, including, without limitation, Article 4B, Paragraph 3 thereof, which entitles the holders of Convertible Preferred Stock to a written offer liquidation preference payment and other rights set forth therein, except that, at the discretion of the Company’s Board of Directors, holders of shares of Common Stock that are unvested on the date that the Sale of the Company is consummated may receive, in lieu of proceeds from the proposed Transferee to purchase all Sale of the Company Shares and in exchange for their unvested shares of Common Stock, unvested securities or Bank Shares owned by options to acquire securities of the Companies and entity surviving the ShareholdersSale of the Company on an equitable basis, and (B) copies except as set forth in the preceding clause (A), the terms of such Sale of the Company applicable to holders of shares of each series of Convertible Preferred Stock, in their capacities as holders thereof, shall be no less favorable than the terms applicable to the holders of all transaction other series of Convertible Preferred Stock in their capacities as holders thereof and (C) if the Requisite Investors are given the option to choose the form of consideration to be received in such Sale of the Company on its Stock, the obligations of a Holder or other Investor to approve the Sale of the Company under this Section 6 shall be conditioned upon it having received the same option. Each Holder and Investor hereby irrevocably constitutes and appoints the Company and any representative or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Holder or Investor and in the name of such Holder or Investor or in its own name, for the purpose of carrying out the terms of this Section 6, to take any and all appropriate action and to execute any and all documents relating and instruments which may be necessary or desirable to accomplish the Required Transferpurposes of this Section 6. Such Holder and Investor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

Drag-Along Rights. If the holder(s) of at least fifty percent (a50%) In the event of a proposed bona-fide and arm’s-length sale of all of the voting power of the then issued and outstanding Shares of the Company Shares or Bank Shares (calculated on a fully diluted and as-converted basis) including the “Founder Parties and the Series C Investors (together, the "Drag-Along Shares”Shareholders") collectively approve the sale of Shares or a Trade Sale (each, an "Approved Sale") to a bona fide third-party potential purchaser (the "Potential Purchaser") any time after the Closing at a valuation of the Company exceeding RXX 00 billion or the equivalents in other currency, then upon written notice from the Drag-Along Shareholders, each of the other shareholders of the Company (the "Dragged Shareholders") shall (i) vote, or give its written consent with respect to, all the Shares held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) them in favor of such proposed sale (Approved Sale and in opposition of any proposal that could reasonably be expected to delay or impair the “Required Transfer”), which notice shall state (i) the name consummation of the any such proposed Transferee, Approved Sale; (ii) sell, transfer, and/or exchange, as the proposed purchase price (which shall provide that the aggregate valuation case may be, all of the Chilean Bank is at least equal their Shares in such Approved Sale to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), such Potential Purchaser; (iii) the obligation refrain from exercising any dissenters' rights or rights of the Transferee appraisal under applicable Law at any time with respect to purchase all of the Dragged Shareholder Shares, or in connection with such proposed Approved Sale; and (iv) take all actions reasonably necessary to consummate the proposed Approved Sale. Upon the approval of an Approved Sale as described in this Section 5.1, each Shareholder (other than Drag-Along Shareholders) shall grant to the chief executive officer (“CEO”) or an authorized officer, a power of attorney to transfer their Shares and to do and carry out all other necessary or advisable acts to complete the Approved Sale, including, without limitation, executing any other material terms and conditions all documents (including instruments of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30transfer) days after delivery on behalf of the Required Transfer Notice)such Shareholder. Such notice The CEO or an authorized officer shall be accompanied by authorized to transfer the Shares of each such Shareholder and to do and carry out all other necessary or advisable acts to complete the Approved Sale, including, without limitation, executing any and all documents (Aincluding instruments of transfers) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies on behalf of all transaction documents relating each such Shareholder. Notwithstanding any provision to the Required Transfercontrary, the share transfer restrictions of Section 3 of this Agreement shall not apply to any transfers made pursuant to this Section 5.

Drag-Along Rights. Notwithstanding the provisions of Section 2.01 and without first offering its shares of Common Stock to TPG as contemplated by Section 2.03(c), if TPG executes a binding agreement to transfer all of its shares of Common Stock to a Person making a Bona Fide Offer, then each of the Retaining Stockholders shall transfer, subject to the terms and conditions set forth below, at the sole election of TPG (a) In exercisable by delivery to each of the event Retaining Stockholders of a proposed bona-fide copy of such binding agreement and arm’s-length sale of all of the issued and outstanding Company Shares or Bank Shares (the “a Drag-Along Shares”) held by Itaú ParentNotice at least 20 days prior to the closing date specified in such Notice), Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver its shares of Common Stock to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state Person; provided that (i) the name each of the proposed TransfereeRetaining Stockholders shall receive from such Person the same per share consideration to be paid to TPG in such transaction, (ii) the proposed consideration received in such transaction shall be the same as the consideration to be paid to TPG in such transaction and (iii) the closing of any transaction effected pursuant to this Section 2.05 shall be conditioned on the simultaneous purchase price (which shall provide of TPG's shares of Common Stock; and provided, further, that the aggregate valuation Retaining Stockholders shall not be obligated to transfer their shares of Common Stock pursuant to this Section 2.05 if at the time of TPG's transfer pursuant to such agreement (prior to giving effect thereto) TPG beneficially owns less than 40% of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product voting power of the Market Price multiplied by Company. Notwithstanding the number foregoing, in the event any Retaining Stockholder breaches its obligations under this Section 2.05 or, in the event that any representation and warranty of Bank Shares outstanding such Retaining Stockholder contained in each case the purchase agreement with the Person making the Bona Fide Offer is not true and correct as of the date made or as of the Required Transfer Noticeproposed closing date or such Retaining Stockholder shall fail to perform any covenant or agreement contained in such agreement or such Retaining Stockholder shall otherwise breach its obligations under such agreement and, in each case, such misrepresentation, breach or failure to perform such covenant or agreement results in the nonsatisfaction of a condition precedent to such agreement (and the Person making the Bona Fide Offer does not waive such condition precedent), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice TPG shall be accompanied by (A) a written offer from the proposed Transferee free to purchase all the Company Shares sell its shares of Common Stock to such Person without liability to any Retaining Stockholder under this Agreement and such sale shall not limit or Bank Shares owned by the Companies and the Shareholderswaive in any respect any claim, and (B) copies right or cause of all transaction documents relating to the Required Transferaction that TPG may have against such Retaining Stockholder in respect of such breach.

Drag-Along Rights. (a) In At any time a Member may propose a Drag Along Transaction with a person or group of persons who are not Members or the event Permitted Transferees of any Member. If such proposed Drag Along Transaction has been approved pursuant to a proposed bona-fide Required Member Approval (any such approved Drag Along Transaction, an “Approved Sale”), then all Members shall consent to and arm’s-length sale raise no objections against the Approved Sale, and if the Approved Sale is structured as (i) a merger, share exchange or consolidation of the Company, or a Disposition of all or substantially all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all assets of the issued and outstanding Bank SharesCompany, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice each Member shall state (i) the name vote in favor of the proposed TransfereeApproved Sale and shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) a Disposition of all the proposed purchase price (Membership Interests, the Members shall agree to sell all their Membership Interests which shall provide that are the aggregate valuation subject of the Chilean Bank is at least equal Approved Sale, on the terms and conditions of such Approved Sale. The Members shall promptly take all necessary and desirable actions in connection with the consummation of the Approved Sale, including using their respective reasonable best efforts to obtain Board of Directors’ consent to the higher Approved Sale and the execution of such agreements and such instruments and other actions reasonably necessary to (x) its Fair Value provide customary representations, warranties, indemnities, and escrow arrangements relating to such Approved Sale (subject to clause (c)(iv) below) and (y) effectuate the product allocation and distribution of the Market Price multiplied by aggregate consideration upon the number of Bank Shares outstanding Approved Sale as set forth in each case as of the date of the Required Transfer Notice), (iiiSection 8.8(b) the obligation of the Transferee below. The Members shall be permitted to purchase all of the Dragged Shareholder Shares, and (iv) sell their Membership Interests pursuant to an Approved Sale without complying with any other material terms and conditions provisions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery Article VIII of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferthis Agreement.

Drag-Along Rights. If, prior to the closing of any underwritten public offering of Ordinary Shares, (a) In the event holders of a proposed bona-fide and arm’s-length sale of all majority of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all aggregate number of the issued Company’s outstanding Ordinary Shares and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”b) written notice (the “Required Transfer Notice”) holders of such proposed sale (the “Required Transfer”), which notice shall state (i) the name a majority of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation number of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares Company’s outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Preference Shares, and (ivc) holders of a majority of the aggregate number of the Company’s outstanding Series C Preference Shares, each voting as a separate class (the “Approving Members”), vote in favor of, otherwise consent in writing to, and/or otherwise agree in writing to sell or transfer all of their shares in any other Acquisition Transaction or Sale of Assets (each as defined below), then the Company shall promptly notify each of the remaining Members (“Remaining Members”) in writing of such vote, consent and/or agreement and the material terms and conditions of such Acquisition Transaction or Sale of Assets, whereupon each Remaining Member shall, in accordance with instructions received from the Required TransferCompany, vote all of its voting securities of the Company in favor of, otherwise consent in writing to, and/or otherwise sell or transfer all of its shares in such Acquisition Transaction or Sale of Assets (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Member has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Members, provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ as between the Required Transfer date Ordinary Shares and the Preference Shares and different series of Preference Shares (which date may not be less than thirty (30) days after delivery including without limitation, in order to reflect the Liquidation Preference and participation rights of the Required Transfer NoticePreference Shares as set forth in the Articles). Such notice shall be accompanied As used herein, an “Acquisition Transaction” means any reorganization, consolidation, merger, sale or transfer of the Company’s outstanding shares or similar transaction in which Members immediately prior to such reorganization, merger or consolidation, sale or transfer of shares or similar transaction do not (by (A) a written offer from the proposed Transferee to purchase all virtue of their ownership of securities of the Company Shares immediately prior to such transaction) beneficially own shares possessing a majority of the voting power of the surviving company or Bank Shares companies (or parent corporation thereof if the surviving company or companies is (are) wholly owned by the Companies and the Shareholdersparent corporation) immediately following such transaction. As used herein, and (B) copies a “Sale of Assets” means any sale of all transaction documents or substantially all of the Company’s assets. In furtherance of the foregoing, the Company is hereby expressly authorized by each Remaining Member to take any or all of the following actions on such Remaining Member’s behalf (without receipt of any further consent by such Remaining Member): (i) vote all of the voting securities of such Remaining Member in favor of any such Acquisition Transaction or Sale of Asset; (ii) otherwise consent on such Remaining Member’s behalf to such Acquisition Transaction or Sale of Asset; (iii) sell all of such Remaining Member’s shares in such Acquisition Transaction or Sale of Assets, in accordance with the terms and conditions of this Section 1.4; and/or (iv) act as the Remaining Member’s attorney-in-fact in relation to any such Acquisition Transaction or Sale of Assets and have the full authority to sign and deliver, on behalf of such Remaining Member, share transfer certificates, share sale or exchange agreements and certificates of indemnity relating to any shares in the Required Transfercapital of the Company in the event that such Remaining Member has lost or misplaced the relevant share certificate. Notwithstanding the foregoing provisions of this Section 1.4, the Remaining Members shall not be obligated to vote, consent and/or sell their shares in connection with any such Acquisition Transaction or Sale of Assets to the extent that all of the Approving Members do not also do so with respect to all of the applicable class or series of the Company’s shares held by them.

Drag-Along Rights. (a) In Prior to an IPO, following the event earlier of a proposed bona-fide and arm’s-length sale of all (x) the third anniversary of the issued and outstanding date of this Agreement or (y) the approval of the proposed Transfer pursuant to Section 4(a) hereof, if any Investor Stockholder, whether alone or in concert with any other Stockholders, in each case owning collectively more than 50% of the voting rights of the Company Shares (such Stockholder(s) being referred to in this Section 7 as the “Exiting Stockholder(s)”) propose to Transfer to any Person or Bank Shares Group that is not an Affiliate of such Investor Stockholder (the collectively, a “Drag-Along SharesTransferee”) held by Itaú Parentshares of Stock which would result in a Change of Control Transaction (a “Drag-Along Sale”), Company One and then the Exiting Stockholder(s) may elect to require each of their Permitted Transferees (collectively, the but not fewer than all) other Stockholder (each a “Dragging ShareholderDragged Stockholder”) to any Person other than an Affiliate Transfer Stock (as calculated below) as a part of any Dragging Shareholderthe Drag-Along Sale to such Drag-Along Transferee, at the same price and if at such time upon the Dragged Shareholder shall own less than 10% On An Adjusted Basis same terms and subject to the same conditions as, the Exiting Stockholder(s) (including, for the avoidance of doubt, the requirement to make a rollover investment in the Drag-Along Transferee or its Affiliates), all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide be set forth in the Drag-Along Notice (as defined below). The Exiting Stockholder(s) may require each Dragged Stockholder to Transfer that the aggregate valuation number of the Chilean Bank shares of Stock as is at least equal to the higher product of (x) its Fair Value and (y) a fraction, the product numerator of the Market Price multiplied by which is the number of Bank Shares outstanding in each case shares of Stock as is proposed to be sold by the Exiting Stockholder(s) to the Drag-Along Transferee and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Required Transfer Notice), Drag-Along Notice by the Exiting Stockholder(s) and (iiiy) the obligation number of shares of Stock if so elected by the Exiting Stockholder(s) as set forth above) owned by such Dragged Stockholder as of the Transferee to purchase all date of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Drag-Along Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transfer.

Drag-Along Rights. (a) In the event of that the stockholders holding a proposed bona-fide and arm’s-length sale of all majority of the issued and outstanding shares of the Company’s Common Stock desire to consummate a “Sale of the Company” (as defined below), then prior to consummation of such Sale of the Company, the stockholder or group of stockholders initiating the Sale of the Company Shares or Bank Shares (the each a “Drag-Along SharesSeller”) held by Itaú Parentshall deliver written notice (in accordance with Section 4.3(e)) to the other non-initiating stockholders (the “Non-Initiating Drag-Along Sellers”, Company One and each of their Permitted Transferees (collectivelytogether with the Drag-Along Sellers, the “Dragging ShareholderSellers” and each a “Seller”) notifying such Non-Initiating Drag-Along Sellers that they will be required to participate in such Sale of the Company on the same terms and subject to the same conditions as the Drag-Along Sellers and otherwise comply with the terms of this Section 4.3 (a “Drag-Along Sale”), provided that the consideration received for the Drag-Along Sale (i) must be entirely for cash and/or marketable securities and (ii) must be for a price per share not less than the purchase price per share paid by the Investor under this Agreement (adjusted appropriately in the event of any Person forward or reverse stock split, stock dividend or recapitalization, reorganization, reclassification, combination, exchange of shares or other similar exchange with respect to the Common Stock, other than an Affiliate pursuant to the Amended and Restated Certificate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all Incorporation of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”Company) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required TransferPer Share Purchase Price”), which notice shall state (i) . Upon the name consummation of the proposed TransfereeSale of the Company, (ii) each Non-Initiating Drag-Along Seller shall be entitled to receive the proposed purchase price (which shall provide same proportion of the aggregate consideration from such Sale of the Company that the aggregate valuation of the Chilean Bank is at least equal Drag-Along Sellers are entitled to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferreceive.

Drag-Along Rights. (a) In the event of If a proposed bona-fide and arm’s-length sale of all of the issued and outstanding Company Shares person or Bank Shares entity (the “Drag-Along SharesOfferor”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee offers to purchase all of the Dragged Shareholder Company’s outstanding shares in any Acquisition Transaction (as defined in Article 124 of the Restated Articles) or Sale of Assets (as defined in Article 124 of the Restated Articles) and Shareholders holding at least (i) a majority of the aggregate number of the Company’s outstanding Ordinary Shares and (ii) a majority of the aggregate number of the Company’s outstanding Preference Shares, with such Preference Shares voting together on as-converted basis and not as a separate series, (the “Accepting Shareholders”) accept such offer, the Accepting Shareholders are entitled to give all (but not less than all) of the remaining shareholders (“Remaining Shareholders”) a written notice (“Drag-Along Notice”) and require each Remaining Shareholder to sell to the Offeror all of the Ordinary Share and/or Preference Shares held by each such Remaining Shareholder at the same price and on the same terms and conditions specified in the Drag-Along Notice. The Drag-Along Notice shall specify (i) the identity of the Offeror; (ii) the price payable for each class or series of the Company’s shares; and (iviii) any all other material terms and conditions of the Required Transfer, including offer made by the Required Transfer date (which date may not Offeror. Such Drag-Along Notices shall be less than thirty (30) days after delivery delivered by the Accepting Shareholders to the Company to the attention of the Required Transfer NoticeCompany’s Chief Executive Officer and General Counsel, and the Company shall thereupon cause such notices to be transmitted to each Remaining Shareholders at its registered address maintained with the Company. Charges for such transmittal shall be against the account of the Accepting Shareholders, who will be required to indicate the method of transmission to be used by the Company in this regard (e.g., regular post, express courier, etc.). Such notice shall be accompanied by (A) a written offer The Company may require advance payment of funds from the proposed Transferee Accepting Shareholders to purchase all cover the costs of transmitting such notices. In furtherance of a sale of the shares of the Company pursuant to this Section 5.1 and Article 31 of the Restated Articles, the Company is authorized to sell the Ordinary Shares or Bank and/or Preference Shares owned held by the Companies and Remaining Shareholders on behalf of the Remaining Shareholders, and (B) copies pursuant to such authorization, may execute all documents necessary to effectuate the sale and transfer of such shares on behalf of the Remaining Shareholders. Notwithstanding the foregoing provisions of this Section 5.1, the Remaining Shareholders shall not be obligated to sell their Ordinary Shares and/or Preference Shares, and the Company shall not be authorized to sell the Ordinary Shares and/or Preference Shares held by the Remaining Shareholders in accordance with the preceding sentence, if the Accepting Shareholders do not complete the sale of all transaction documents relating of their Ordinary Shares and/or Preference Shares to the Required TransferOfferor on the same terms and conditions specified in the Drag-Along Notice. This Section 5.1 shall terminate upon the earlier of: (i) the Company’s IPO; or (ii) a Merger.

Drag-Along Rights. (a) In Subject to the other restrictions in this Agreement, in the event a Selling Shareholder and/or the Corporation proposes to consummate a transaction or series of transactions with a proposed bona-fide and arm’s-length sale of all third party (other than a an individual, corporation, partnership, association, trust or entity which is directly or indirectly controlled by, or under common control of the issued and outstanding Company Shares Selling Shareholder or Bank Shares (a family member of the “Drag-Along Shares”) held by Itaú ParentSelling Shareholder), Company One and each which transaction or series of their Permitted Transferees (collectivelytransactions results in such third party owning 50% or more of the Corporation's capital stock, the “Dragging Shareholder”Selling Shareholder and/or the Corporation shall provide the Remaining Shareholder (it being understood that both Shareholders may the Remaining Shareholders in this instance) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) with written notice (the “Required Transfer "Drag-Along Notice”") of the date(s) of the proposed transaction(s) and all terms of such proposed sale (transaction(s) by at least thirty days prior to the “Required Transfer”effective date of such proposed transaction(s). In such event, which the Remaining Shareholder may, by giving written notice shall state (i) to the name Selling Shareholders and/or the Corporation, as the case may be, within fifteen days after the receipt of a Drag-Along Notice, require the Selling Shareholder and/or the Corporation, as the case may be, to request that the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee purchaser or transferee offer to purchase all of the Dragged Covered Securities of the Remaining Shareholder Shares, and (iv) any other material on the same terms and conditions for the same type of consideration offered to the Selling Shareholder and/or the Corporation. If the proposed purchaser or transferee refuses to extend its offer to the Remaining Shareholder, unless the Remaining Shareholder consents in writing, the Selling Shareholder and/or the Corporation shall only be permitted to sell and accept such an offer by the proposed purchaser or transferee provided that the amount of capital stock to be purchased from the Selling Shareholder and/or the Corporation is reduced, on a pro-rata basis, if applicable, so as to permit the Remaining Shareholder to sell all of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares Covered Securities owned by the Companies Remaining Shareholder in such sale. The consideration shall be allocated between the Selling Shareholder and/or the Corporation, on the one side, and the ShareholdersRemaining Shareholder, and (B) copies on the other, on a pro rata basis, if applicable, in accordance with the amount of all transaction documents relating securities they are selling. If the Remaining Shareholder fails to deliver a written notice to the Required TransferSelling Shareholder and/or the Corporation, as the case may be, of its intention to participate in such sale within the time period prescribed herein, the Remaining Shareholder will be deemed to have waived its drag-along rights hereunder with respect to such sale or transfer.

Drag-Along Rights. (a) In If at any time the event of a proposed bona-fide and arm’s-length sale of all Shareholders of the Company owning no less than the majority of the Shares then issued and outstanding propose to enter into or to cause the Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to enter into any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state transaction involving (i) the name sale of all or substantially all of the proposed TransfereeCompany's assets, (ii) the proposed purchase price (which shall provide that the aggregate valuation sale of more than a majority of the Chilean Bank is Shares in a non-public sale, or (iii) any merger, share exchange, consolidation or other reorganization or business combination of the Company, if immediately after such transaction persons who hold a majority of the surviving entity's voting capital shares are not persons who held a majority of the Company's voting capital shares immediately prior to such transaction, then, in any such case (the "Approved Transaction"), the Company and/or the transferring Shareholders of the Company may require all Shareholders to participate in such Approved Transaction by giving such Shareholders written notice thereof at least equal to the higher of thirty (x30) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding days in each case as advance of the date of the Required Transfer Notice)Approved Transaction or the date that tender is required, (iii) as the obligation case may be. Upon receipt of such notice, each of the Transferee Shareholders will vote for, consent to purchase all and raise no objections to the Approved Transaction described in such notice, and will sell, assign, tender or transfer the same percentage of Shares as the percentage of the Dragged Shareholder SharesShares proposed to be sold, and (iv) any other material assigned, tendered or transferred by the transferring Shareholders collectively, upon the same terms and conditions applicable to the transferring Shareholders and at a value equal to the value per share the transferring Shareholders will receive pursuant to the terms of the Required TransferApproved Transaction (whether such value is paid in cash or otherwise). If the Approved Transaction is structured as a merger or consolidation, including each Shareholder will, to the Required Transfer date (which date may not be less than thirty (30) days after delivery extent possible under applicable law, waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation. Each Shareholder will take all necessary or desirable actions in connection with the consummation of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned Approved Transaction as requested by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required TransferCompany.

Drag-Along Rights. (a) In Anything contained herein to the event contrary notwithstanding, if at any time (1) the Board of Directors of the Company, and (2) the holders of at least ninety percent (90%) of the outstanding shares of Preferred Stock, voting together as a proposed bona-single class, shall approve a bona fide and arm’s-length proposal from a third party with respect to a sale of all of the issued Company whether by merger, asset or stock sale or otherwise, for a specified price payable in cash or otherwise and outstanding on specified terms and conditions (a “Sale Proposal”), then the Company Shares or Bank Shares shall deliver a notice (the a “Drag-Along SharesRequired Sale Notice”) held by Itaú Parent, Company One with respect to such Sale Proposal to all Investors and each of their Permitted Transferees the Founders (collectivelytogether, the “Dragging ShareholderStockholders”) stating that the Company proposes to effect the Sale Proposal and providing the identity of the persons involved in such Sale Proposal and the terms thereof. Each such Stockholder and each Stockholder’s transferee, upon receipt of a Required Sale Notice, shall be obligated, which obligation shall be enforceable by the Company, to sell its stock and participate in the transaction (a “Required Sale”) contemplated by the Sale Proposal, vote its shares of stock in favor of such Sale Proposal at any Person other than an Affiliate meeting of Stockholders called to vote on or approve such Sale Proposal, or in any Dragging Shareholderwritten consent of Stockholders or similar instrument, and if at otherwise to take any necessary action to enable the Company and the Stockholders to consummate such time Required Sale. Any such Required Sale Notice may be rescinded by the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) by delivering written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal thereof to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required TransferStockholders.

Drag-Along Rights. (a) In At any time a Member may propose a Drag Along Transaction with a person or group of persons who are not Members or the event Permitted Transferees of any Member. If such proposed Drag Along Transaction has been approved pursuant to a proposed bona-fide Required Member Approval (any such approved Drag Along Transaction, an "Approved Sale"), then all Members shall consent to and arm’s-length sale raise no objections against the Approved Sale, and if the Approved Sale is structured as (i) a merger, share exchange or consolidation of the Company, or a Disposition of all or substantially all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all assets of the issued and outstanding Bank SharesCompany, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice each Member shall state (i) the name vote in favor of the proposed TransfereeApproved Sale and shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) a Disposition of all the proposed purchase price (Membership Interests, the Members shall agree to sell all their Membership Interests which shall provide that are the aggregate valuation subject of the Chilean Bank is at least equal Approved Sale, on the terms and conditions of such Approved Sale. The Members shall promptly take all necessary and desirable actions in connection with the consummation of the Approved Sale, including using their respective reasonable best efforts to obtain Board of Directors' consent to the higher Approved Sale and the execution of such agreements and such instruments and other actions reasonably necessary to (x) its Fair Value provide customary representations, warranties, indemnities, and escrow arrangements relating to such Approved Sale (subject to clause (c)(iv) below) and (y) effectuate the product allocation and distribution of the Market Price multiplied by aggregate consideration upon the number of Bank Shares outstanding Approved Sale as set forth in each case as of the date of the Required Transfer Notice), (iiiSection 8.8(b) the obligation of the Transferee below. The Members shall be permitted to purchase all of the Dragged Shareholder Shares, and (iv) sell their Membership Interests pursuant to an Approved Sale without complying with any other material terms and conditions provisions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery Article VIII of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferthis Agreement.

Drag-Along Rights. (a) In the event of that the Manager determines, in his sole and absolute discretion, that there should be a proposed bona-fide and arm’s-length sale Transfer of all of the issued and outstanding Interests of the Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parentall or substantially all of its assets, Company One and each of their Permitted Transferees (collectively, the an “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all Approved Transfer of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required TransferCompany”), which notice then all Principals shall state automatically consent to and raise no objections to the Approved Transfer of the Company and (i) if the name Approved Transfer of the proposed TransfereeCompany is structured as a sale of Interests, the Principals shall agree to sell all of their Interest(s) on the terms and conditions approved by the Manager, (ii) if the proposed purchase price (which shall provide that the aggregate valuation Approved Transfer of the Chilean Bank Company is at least equal structured as a merger, consolidation or other reorganization, the Principals shall vote in favor thereof (to the higher extent they are entitled to vote) and shall not exercise any dissenters’ rights of (x) its Fair Value appraisal they may have under any applicable law, and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) if the obligation Approved Transfer of the Transferee to purchase Company is structured as a sale of all or substantially all of the Dragged Shareholder Sharesassets of the Company, the Principals shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters’ rights of appraisal they may have under applicable law. Each Principal shall use his or her best efforts to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties. The obligations of each Principal with respect to the Approved Transfer of the Company are also subject to the satisfaction of the following conditions, being that upon the consummation of the Approved Transfer of the Company, (a) all of the Principals shall receive the same form of consideration for the Interests and (ivb) any other material terms and conditions the consideration received for the Approved Transfer of the Required TransferCompany, including the Required Transfer date (which date may not net of any applicable expenses that shall be less than thirty (30) days after delivery borne by all of the Required Transfer Notice). Such notice Principals, pro rata, in accordance with their respective Percentage Interests, shall be accompanied by remitted (Aor distributed, if applicable) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required TransferPrincipals, pro rata, in accordance with their respective Percentage Interests.

Drag-Along Rights. (a) In the event of The SLP Investors may give written notice (a proposed bona-fide and arm’s-length sale of all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging ShareholderNotice”) to any the Senior Managers that the SLP Investors intend to enter into a transaction or a series of related transactions involving the transfer, of not less than fifty percent (50%) of the outstanding Share Equivalents (which Share Equivalents to be transferred may include Share Equivalents held by the Senior Managers and/or other holders of Share Equivalents) to a Person or “group” of Persons (other than to the SLP Investors or an Affiliate of any Dragging Shareholderthe SLP Investors), and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shareswhether by merger, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees tender offer or otherwise (collectively, the a “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required TransferDrag-Along Sale”), which notice and, that the SLP Investors desire to cause the Senior Managers to participate in such transaction on the same terms and conditions as available to the SLP Investors; provided, however, that no Senior Manager shall state be required to assume any liability or provide indemnification in connection with such transaction other than (i) liability or indemnification that relates to the name of ownership of, and the proposed Transfereeability to transfer, the Share Equivalents being transferred by it and (ii) with respect to all other liabilities or indemnification in connection with such transaction, its pro rata share on the proposed purchase price same terms and conditions as the SLP Investors (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by based on the number of Bank Shares outstanding Share Equivalents being transferred by each Senior Manager in each case as of the date of the Required Transfer Noticesuch transaction), . Such Drag-Along Notice shall also specify (iii1) the obligation of consideration, if any, to be received by the Transferee to purchase all of SLP Investors and the Dragged Shareholder Shares, Senior Managers and (iv) any other material terms and conditions of the Required Transferproposed transaction (which price and other material terms and conditions shall be the same in all material respects for the SLP Investors and the Senior Managers), including (2) the Required Transfer identity of the other Person or Persons party to the transaction, (3) the date of completion of the proposed transaction (which date may shall be not be less than thirty ten (3010) days Business Days after delivery the date of the Required Transfer Noticenotice) and (4) the action or actions required of each Senior Manager in order to complete or facilitate such proposed transaction (including the sale of Share Equivalents held by the Senior Manager, 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). Such notice shall be accompanied If the SLP Investors are transferring less than all of the Share Equivalents held by the SLP Investors, then each Senior Manager will transfer a number of Share Equivalents equal to the product of the following (the “Drag-Along Portion”): (x) the number of Share Equivalents (including any Shares issuable upon the exercise of Options to the extent such Options are then vested and exercisable) beneficially owned by such Senior Manager multiplied by (Ay) a written offer from fraction, the proposed Transferee to purchase all numerator of which is the Company Shares or Bank Shares 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 Companies SLP Investors. Upon receipt of such Drag-Along Notice, each Senior Manager shall be obligated to take the action or actions referred to in clause (4) above; provided that, in the case of a sale of Shares, with respect to any Shares for which a Senior Manager holds vested and exercisable but unexercised Options, the Shareholdersprice per Share shall be reduced by the exercise price of such Options or, and (B) copies of all transaction documents relating if required pursuant to the Required Transferterms of such Options, such Stockholder shall pay the exercise price therefor prior to the consummation of such sale and shall transfer such Shares to the purchaser in such sale (in each case, net of any amounts required to be withheld by the Company in connection with such Option exercise).

Drag-Along Rights. (a) In the event of a any proposed bona-fide and arm’s-length sale Transfer of all Shares for value by any of the issued and outstanding Company Shareholders in any transaction, or a series of related transactions, involving Shares or Bank aggregating at least 51% of the Fully Diluted Number of Shares to any other Person who is a bona fide third party purchaser (such other Person being hereinafter referred to as the "Proposed Purchaser"), other than pursuant to an Permitted Transfer, the Shareholders shall have the right to require each Warrant Holder to transfer to the Proposed Purchaser a number of Warrant Shares owned by such Warrant Holder equal to (1) the total number of Shares (including the “Drag-Along number of Warrant Shares”) held owned by Itaú Parentsuch Warrant Holder, Company One and each of their Permitted Transferees multiplied by (collectively2) a fraction, the “Dragging Shareholder”) numerator of which is the number of Shares to any Person other than an Affiliate be sold by the Shareholders to the Proposed Purchaser and the denominator of any Dragging Shareholder, which is the total number of Shares then owned by the Shareholders. Any Warrant Shares purchased from Warrant Holders pursuant to this provision shall be paid for at the same price per Share and if at such time upon the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued same terms and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) conditions of such proposed sale (Transfer by such Shareholders; provided, that the “Required Transfer”)price to be paid by the Proposed Purchaser shall equal the price proposed to be paid per Warrant Share less the exercise price of the Warrant. The Company or the Shareholder proposing to engage in such Transfer shall notify, which or cause to be notified, each Warrant Holder in writing of each such proposed Transfer at least 15 days prior to the date thereof. Such notice shall state set forth (i1) the name of the Proposed Purchaser and the number of Shares proposed Transfereeto be transferred, (ii2) the name and address of the Proposed Purchaser, (3) the proposed purchase price (which shall provide that the aggregate valuation amount of the Chilean Bank is at least equal to the higher of (x) its Fair Value consideration and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of payment offered by such Proposed Purchaser (if the Required Transferproposed consideration is not cash, including the Required Transfer date (which date may not be less than thirty (30) days after delivery notice shall describe the terms of the Required Transfer Notice). Such notice shall be accompanied by proposed consideration) and (A4) a written offer from that the proposed Transferee Proposed Purchaser has been informed of the "Drag-Along Right" and has agreed to purchase all the Company Warrant Shares in accordance with the terms of this Agreement, or Bank Shares owned by that the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferselling Shareholders will make such purchase.

Drag-Along Rights. (a) In If at any time the event Company or the owners of a proposed bona-fide and arm’s-length majority of the Company approves a sale of (i) all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all stock of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver Company to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transfereeone or more independent third parties through one or more related transactions, (ii) the proposed purchase price (which shall provide that the aggregate valuation all or substantially all of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product assets of the Market Price multiplied by Company to one or more independent third parties through one or more related transactions, or (iii) any other transaction where control of the number of Bank Shares outstanding Company is transferred to one or more independent third parties, in each case including if structured as of the date of the Required Transfer Noticea merger, consolidation, joint venture or other similar transaction (each, an “Approved Sale”), the Recipient will consent to and raise no objections against the Approved Sale and shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such Approved Sale. If the Approved Sale is structured as a sale of stock, then the Recipient will, if requested by the Company, sell or otherwise transfer its Restricted Stock awarded hereunder (iii) or any portion thereof if requested), on the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions approved by the Company. The Recipient will promptly take all reasonable actions deemed necessary or desirable, in the reasonable judgment of the Required TransferCompany, in connection with and to facilitate the consummation of the Approved Sale, including the Required Transfer date (which date may execution of all agreements and instruments reasonably requested by the Company. The Company will use reasonable efforts to notify the Recipient in writing not be less than thirty ten (3010) business days after delivery before the proposed consummation of an Approved Sale; provided, however, that the Recipient agrees not to, directly or indirectly, without the prior written consent of the Required Transfer Notice)Company, disclose to any other person any information related to such potential Approved Sale, other than disclosures to legal counsel in confidence or as otherwise necessary to protect the Recipient’s rights under this Agreement or applicable law, or as otherwise required by law. Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders000 Xxxxxxxx Xxx, and (B) copies of all transaction documents relating to the Required Transfer.Xxxxx 0000 | Xxxxxx, Xxxxx 00000 | 512.485.9530 | 000.000.0000 Fax | xxx.0xxxxxxxx.xxx

Drag-Along Rights. If the Majority Common Shareholders notify (a) In the event of a proposed bona-fide and arm’s-length sale of all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Sale Notice”) each other Shareholder in writing that the Majority Common Shareholders desire to effect a Sale of the Company and specify the terms and conditions of such proposed sale (then, notwithstanding any other provision of this Agreement, each such other Shareholder shall take all necessary and desirable actions reasonably requested by such Majority Common Shareholders in connection with the “Required Transfer”)consummation of such Sale of the Company, which notice shall state including, without limitation, if applicable, (i) the name within ten (10) business days of the proposed Transfereereceipt of such notice (or such longer period of time as such Majority Common Shareholders shall designate in such notice) such other Shareholders shall cause a Pro Rata number of their respective Shares (for the avoidance of doubt, based on the percentage of Shares, on a Diluted Basis, owned by the Majority Common Shareholders that is being sold) to be sold to the designated purchaser on the same terms and conditions and for the same per share consideration and at the same time as the Shares being sold by such Majority Common Shareholders or (ii) otherwise participating in such Sale of the proposed purchase Company on the same terms and conditions and for the same consideration and at the same time as such Majority Common Shareholders; provided, that the liabilities and indemnification obligations with respect to the representations and warranties provided to the designated purchaser by a Shareholder selling Shares shall, to the extent that such representations and warranties relate solely to such Shareholder, be several and not joint with the other Shareholders selling Shares, and shall, to the extent such representations and warranties relate to the Company, be Pro Rata with the other Shareholders; provided, further, that in no event shall such liabilities and indemnification obligations be greater than the gross proceeds received by each such Shareholder in connection with the Sale of the Company; provided, further, that until the third anniversary of the Effective Date, no Shareholder can be required to sell its Shares in connection with any Sale of the Company under this Section 2.4 for a price of less than $36.75 per share subject to adjustment for any stock dividends, splits, reverse splits, combinations, reclassifications and the like. In furtherance, and not in limitation, of the foregoing, in connection with a Sale of the Company effected in accordance with this Section 2.4, each Shareholder will, (a) consent to and raise no objections against the Sale of the Company or the process pursuant to which it was arranged, (b) waive any dissenter’s rights and other similar rights, (c) execute all documents containing such terms and conditions as those executed by all such Majority Common Shareholders as directed by such Majority Common Shareholders and (d) exercise or cause to be exercised, to the extent and as directed by the Majority Common Shareholders, any drag-along or similar rights impacting other holders of shares of Common Stock, irrespective of whether such holder is a party to this Agreement. The Company will pay (A) the costs and expenses incurred by the Majority Common Shareholders in connection with a Sale of the Company which are not otherwise paid by the purchaser in connection with such Sale of the Company as well as (B) the reasonable costs and expenses of one legal counsel each for the Bain Shareholders (as a Shareholder Group), the Temasek Shareholders (as a Shareholder Group), the TPG Shareholders (as a Shareholder Group), the 3i Shareholders (as a Shareholder Group), and the DG Shareholders (as a Shareholder Group), incurred in furtherance of such Sale of the Company by each such counsel in reviewing the documentation for such Sale of the Company and explaining such documentation to their clients and not otherwise paid by the purchaser in connection with such Sale of the Company; provided, that the Company will have no obligation to pay more than $50,000 for any one legal counsel pursuant to this clause (B). At the written request of the Bain Shareholders, the Temasek Shareholders, the TPG Shareholders, the 3i Shareholders or the DG Shareholders delivered to the Majority Common Shareholders within five (5) business days of receipt of the Sale Notice, prior to consummation of such Sale of the Company, the Majority Common Shareholders shall provide obtain a fairness opinion from a nationally recognized investment bank or appraisal firm to the effect that the aggregate valuation consideration to be paid to the Majority Common Shareholders pursuant to such Sale of the Chilean Bank Company is at least equal fair consideration to the higher Majority Common Shareholders from a financial point of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case view as of the date time of the Required Transfer Sale Notice), (iii) the obligation . None of the Transferee Shareholders shall, except pursuant to purchase all the Management Agreement, if applicable, receive any special consideration or any special fees or other special rights (monetary or otherwise) in connection with a Sale of the Dragged Company unless each other Shareholder Sharesreceives its Pro Rata portion of such special consideration or fees or receives the same special rights. Each of the Shareholders shall disclose, and (iv) any deliver copies of, if applicable, to each other material terms Shareholder, all agreements, arrangements and conditions understandings that such Shareholder or, to the knowledge of such Shareholder, Affiliates of such Shareholder, enter into with the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares designated purchaser or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents its Affiliates relating to the Required TransferSale of the Company. All Common Stock to be sold pursuant to this Section 2.4 shall be included in determining whether or not a proposed transaction constitutes a Sale of the Company.

Drag-Along Rights. (a) In the event of If Xcel receives an offer from a proposed bona-fide and arm’s-length sale of all unaffiliated Transferee to purchase more than fifty percent (50%) of the issued and outstanding Company Shares or Bank Shares Units, Xcel shall have the right (“Drag- Along Right”) to compel the “Non-Selling Members to sell a comparable portion of their Units to such proposed unaffiliated Transferee on the same terms offered by such proposed unaffiliated Transferee to Xcel. Xcel shall exercise the Drag-Along Shares”) held Right by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) giving written notice (the “Required Transfer Drag- Along Notice”) of such proposed sale (to the “Required Transfer”), which notice shall state Company and the Non-Selling Members stating (i) the name of the proposed Transfereethat they propose to effect such transaction, (ii) the proposed purchase price (which shall provide that the aggregate valuation name and address of the Chilean Bank is at least equal to the higher of (x) its Fair Value proposed Transferee and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation proposed proceeds for the purchase of Units from Xcel and such offer terms. The Non-Selling Members shall deliver when available all documents reasonably required to be executed by the Non-Selling Member in order to consummate the sale to the proposed Transferee. Each Non-Selling Member shall execute and deliver to the Company at least three (3) business days prior to the proposed sale to the proposed Transferee, all documents previously furnished to the Non-Selling Member for execution in connection with the proposed sale to the proposed Transferee. If any Non-Selling Member fails to execute and deliver such documents to the Company, and such Transfer is subsequently consummated (a “Defaulting Non-Selling Member”), (i) the Company may receive the consideration that would otherwise be paid to the Defaulting Non-Selling Member and the Defaulting Non-Selling Member shall be deemed to have appointed the Company as such Non- Selling Member’s agent to Transfer all of its Units to the proposed Transferee and to receive the consideration in trust for such Defaulting Non-Selling Member; (ii) the receipt by the Company of the Transferee consideration for the Units owned by such Defaulting Non-Selling Member shall be a good discharge to purchase the purchaser and the validity of the proceedings shall not be questioned by any Person; and (iii) the Defaulting Non-Selling Member shall be entitled to receive the consideration for its Units without interest at such time as the Defaulting Non-Selling Member executes all of the Dragged Shareholder Sharesapplicable documents requested by the Company, and (iv) any other material terms and conditions of Xcel or the Required Transfer, including proposed Transferee. Any proceeds from the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice subject to this Section 3.9 shall be accompanied by (A) a written offer from the proposed Transferee distributed pursuant to purchase all Section 11.1 as if the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferhypothetically liquidated.

Drag-Along Rights. If at any time any one or more of the Stockholders (athe "Seller(s)") In the event of shall propose to undertake a proposed bona-fide and arm’s-length sale of all fifty percent (50%) or more of the Company's then issued and outstanding Company Shares or Bank Shares shares of capital stock to a single person (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging ShareholderMeridian as defined in the Stock Purchase Agreement) in a single transaction or series of related transactions (a "Proposed Transaction"), and then each Stockholder other than the Seller(s) (a "Minority Stockholder") shall, if at requested by such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of Seller(s), sell all of his Shares in such transaction on the issued same terms and outstanding Bank Sharesfor the same consideration, then subject to the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”provisions of this Section. Such Seller(s) shall give each Minority Stockholder written notice of any Proposed Transaction (the “Required Transfer "Drag-Along Notice”') of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after prior to the date on which such transaction shall be consummated, including the terms and conditions thereof, and each Minority Stockholder shall have the obligation to sell his Shares on such same terms and conditions in accordance with the instructions set forth in such notice, provided that the consideration to he paid to each such Minority Stockholder shall be an amount in cash not less than the Fair Market Value (as defined below) of such Shares. In such event, each Minority Stockholder shall deliver the Share certificate(s) (accompanied by duly executed stock powers or other instrument of transfer duly endorsed in blank) representing the Shares to the Company or to an agent designated by the Company, for the purpose of effectuating the transfer of the Shares to the purchaser and the disbursement of the proceeds of such transactions to the Minority Stockholder(s). The Company may, at its option, deposit the consideration payable for the Shares with a depository designated by it and thereafter each Share certificate shall represent only the right to receive the consideration payable in the transaction. For purposes of this Section 2.2, "Fair Market Value" of a Minority Stockholder's Shares shall be determined as set forth herein. A Minority Stockholder may, within five (5) days of receiving the Drag-Along Notice, deliver written notice to the Seller(s) (an "Objection Notice") stating that the proposed price is lower than the fair market value of his Shares. If no Objection Notice is delivered within such period, then the purchase price per Share shall be the proposed price. If an Objection Notice is delivered within such time period, then, within five (5) days of delivery of the Required Transfer Objection Notice, the Seller(s) and the Minority Stockholder(s) shall each appoint a recognized appraisal firm who shall agree on and appoint a third independent recognized appraiser (the "Independent Appraiser"). Such notice The Independent Appraiser shall, within twenty (20) days of its appointment, make a determination of the fair market value of the Shares, irrespective of any accounting treatment or any premium or discount for majority or minority ownership position or any discounts for lack of marketability, lack of control, market blockage, security laws or other restrictions on sale, or the like. The determination of Fair Market Value in accordance with the foregoing procedures shall be accompanied by (Afinal and binding upon the Seller(s) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required TransferMinority Stockholder(s).

Drag-Along Rights. In the event that Flax and Xxxxxxxxxx desire to Transfer collectively all of their Shares to a single Transferee (other than a Permitted Transferee) or in a single transaction, and the Company and the Remaining Shareholders do not exercise their rights of first refusal set forth in Section 3 and purchase all of the Offered Shares, then Flax and Xxxxxxxxxx shall have the right to require all of the CPK Parties to Transfer all of their Shares, upon the same terms and conditions and for the same purchase price as Flax and Xxxxxxxxxx intend to sell all of their Shares of the Company, if requested by Flax and Xxxxxxxxxx, by providing written notice of the proposed Transfer to all of the CPK Parties setting forth in reasonable detail the terms of the proposed Transfer; provided, however, that no CPK Party shall be required to Transfer any of its Shares to such single Transferee unless the aggregate consideration received in exchange for all Shares so Transferred (a) In is in the event form of cash or Freely Tradable Stock, or both, (b) is first allocated such that each share of Series A Preferred Stock so Transferred receives no less than its full Liquidation Preference then in effect, and (c) after the allocation of a proposed bona-fide and arm’s-length sale portion of such consideration in satisfaction of all such Liquidation Preferences of the issued then outstanding shares of Series A Preferred Stock, and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each all liquidation preferences of their Permitted Transferees (collectivelyany other shares of Preferred Stock then outstanding, the “Dragging Shareholder”) remaining aggregate consideration received in exchange for all Shares so Transferred is allocated, on an as converted-to-common basis, to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name holders of the proposed Transfereeshares of Series A Preferred Stock so Transferred, (ii) the proposed purchase price (which shall provide that the aggregate valuation holders of the Chilean Bank is at least equal to the higher shares of (x) its Fair Value Common Stock so Transferred, and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation holders of the Transferee all other shares of Preferred Stock so Transferred having a right to purchase a portion of such consideration. The CPK Parties shall deliver at such closing documents transferring all of the Dragged Shareholder Shares held by the CPK Parties, duly executed for transfer, and shall be entitled to receive the proceeds (after deduction of transfer taxes and fees not paid by purchaser and other expenses directly attributable to the transfer of such Shares) allocable to the Transfer thereof. The CPK Parties further agree to timely take all such other actions as Flax and Xxxxxxxxxx reasonably request in connection with such proposed Transfer; provided, however, that when taking such other actions, such CPK Parties shall only be required to make representations and warranties and agree to covenants and indemnities that are substantially similar to those made by Flax and Xxxxxxxxxx with respect to such CPK Parties' ownership of such Shares and those matters necessary for such CPK Parties' to be able to effectuate the Transfer of such Shares to such proposed Transferee, including, without limitation, representations and warranties relating to such CPK Parties' authorization to transfer such Shares, and that the Transfer of such Shares by such CPK Parties will not (ivy) require any other material terms and conditions third party consent or (z) conflict with or result in a violation or breach or default of the Required Transferany contract to which such CPK Parties are a party or any governmental law, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares rule, ordinance or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferregulation.

Drag-Along Rights. (a) In Each Stockholder shall transfer all, but not less than all Shares then owned by such Stockholder, in connection and together with the event of a proposed bona-fide and arm’s-length sale of all, but not less than all of the issued Shares then owned by Apollo and outstanding Company Shares or Bank Shares its Affiliates and the Other Stockholders in a bona fide transaction (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”a "Drag Transaction") to any Person other than person who is not an Affiliate of Apollo (a "Purchaser"). Prior to consummating any Dragging ShareholderDrag Transaction, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may Apollo will deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) each Other Stockholder a written notice (the “Required Transfer a "Sale Notice”") of such proposed sale (the “Required Transfer”), which notice shall state specifying (i) the name nature and aggregate amount of consideration (the "Sale Price") to be paid to the Stockholders upon the consummation of the proposed TransfereeDrag Transaction, (ii) the proposed purchase price (which shall provide that the aggregate valuation identity of the Chilean Bank is at least equal to the higher of (x) its Fair Value Purchaser, and (yiii) all other material terms of such proposed Drag Transaction, including the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the proposed date of the Required Transfer closing of the Drag Transaction (the "Drag Transaction Closing Date"). On the Drag Transaction Closing Date, each Stockholder shall sell to the Purchaser 100% of the Shares then held by such Stockholder on the terms and subject to the conditions set forth in the Sale Notice. If any Stockholder fails to deliver certificates representing its Shares as required by this Section 6.3, such Stockholder (i) shall not be entitled to the consideration it is to receive in the Drag Transaction until it cures such failure (provided, that after curing such failure it shall be so entitled to such consideration without interest), (ii) shall for all purposes be deemed no longer to be a stockholder of the Company and have no voting rights, (iii) shall not be entitled to any dividends or other distributions declared after the obligation of Drag Transaction Closing Date with respect to the Transferee to purchase all of the Dragged Shareholder SharesShares held by it, and (iv) shall have no other rights or privileges granted to Stockholders under this or any other material terms future agreement and conditions (v) in the event of liquidation of the Required TransferCompany, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice its rights with respect to any consideration it would have received if it had complied with this Section 6.3, if any, shall be accompanied by (A) a written offer from subordinate to the proposed Transferee rights of any equity holder. This Section 6.3 shall inure to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholdersbenefit of, and (B) copies of all transaction documents relating to the Required Transfer.be enforceable 10

Drag-Along Rights. (ai) In the event Subject to first complying with its obligations pursuant to Section 3.04(c), if Pattern Member together with any of its Permitted Transferees that are Members (collectively, a proposed bona-“Pattern Seller”) desires to effect a bona fide and arm’s-length sale Transfer of all (but not less than all) of its Units in the issued and outstanding Company Shares Company, whether in one transaction or Bank Shares a series of related transactions (the “Drag-Drag Sale Interests” and, any such transactions or series of related transactions, a “Drag Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging ShareholderSale”) to any Person Third Party, other than an Affiliate of any Dragging Shareholdera Permitted Transferee, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, for cash then the Dragging Shareholder may Pattern Seller shall (in its sole discretion) be permitted to deliver written notice to Company Two, Corp Group Parent the Investor and its Permitted Transferees that are Members (collectively, the a “Dragged Shareholder”) written notice (the “Required Transfer NoticePSP Seller”) of such proposed sale Drag Along Sale no later than fourteen (14) calendar days prior to the anticipated date of consummation of such Drag Along Sale (the “Required TransferDrag Along Notice”), which notice . Such Drag Along Notice shall state (i) identify the name purchaser, the purchase price per Drag Sale Interests and a summary of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date proposed Drag 1557237.09-WASSR01A - MSW Along Sale and (which date may not be less than thirty (30ii) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by forms of all agreements (Aincluding any schedules, exhibits and annexes thereto) a written offer from to be entered into by or on behalf or for the proposed Transferee account or otherwise for the benefit of the Pattern Seller, as applicable, in connection with the Drag Along Sale. Following receipt of the Drag Along Notice, the PSP Seller shall be obligated to purchase sell to the purchaser all of the PSP Seller’s Membership Interest in the Company Shares or Bank Shares owned by at the Companies and the Shareholderssame purchase price per Unit, and (B) copies of all transaction documents relating otherwise on the same terms therefor and subject to the Required Transfersame conditions thereto, as the Pattern Seller.

Drag-Along Rights. If, at any time, one or more Selling Shareholders propose to transfer a number of Common Shares owned by them equal to 56% or more of the then outstanding Common Shares and constituting all of the Common Shares owned by such Selling Shareholders in a single transaction to a third party (athe "Proposed Acquiror") pursuant to a Qualified Sale (as defined below), such Selling Shareholders may cause to be included in such Qualified Sale all, but not less than all, of the Common Shares held by each of the other Shareholders by providing to each such other Shareholder a 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 outstanding pursuant to the immediately preceding sentence, Common Shares issuable upon the exercise of 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 of a proposed bona-fide and arm’s-length sale of Selling Shareholder so provides a Qualified Sale Notice with respect to a Qualified Sale, each other Shareholder shall (i) be obligated to transfer all of the issued Common Shares owned by such Shareholder to the Proposed Acquiror on the terms and outstanding Company Shares or Bank Shares (conditions set forth in the “Drag-Along Shares”) held by Itaú Parent, Company One Qualified Sale Notice and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transferee, (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shareholder's Common Shares in favor of such Qualified Sale and executing any purchase agreements, merger or amalgamation agreements, indemnity agreements, escrow agreements or related documents, as the proposed purchase price (which shall provide that Selling Shareholder or the aggregate valuation of Proposed Acquiror may reasonably require in order to carry out the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions provisions of the Required Transferthis Section 3(d); provided, including the Required Transfer date (which date may however, that such instruments of conveyance and transfer and such purchase agreements, merger or amalgamation agreements, indemnity agreements, escrow agreements and related documents shall not be less than thirty (30) days after delivery include any representations or warranties of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies such Shareholder except such representations and the Shareholders, and (B) copies of all transaction documents relating to the Required Transfer.warranties

Drag-Along Rights. If holders of at least seventy-five percent ----------------- (a75%) In of the event then outstanding Preferred Shares approve a transaction to sell, or in any other way, directly or indirectly convey, assign, distribute, pledge, encumber or otherwise dispose of a proposed bona-fide and arm’s-length sale of all or substantially all of the issued Company's assets, property or business or merge into or consolidate with any other corporation (other than a wholly-owned subsidiary of the Company) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of (collectively, a "Drag- Along Transaction"), then, upon thirty (30) days written notice to the other Stockholders and outstanding the Company Shares or Bank Shares (the “"Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”"), which notice shall state (i) the name include reasonable details of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfertransaction, including the Required Transfer proposed time and place of closing and the consideration to be received by the Stockholders in such transaction, each Stockholder shall be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such third party, all of his Equity Securities in the same transaction at the closing thereof (and will deliver certificates for all of his shares at the closing, free and clear of all liens, claims, or encumbrances except those arising under this Agreement and the Amended and Restated Investors' Rights Agreement of even date (herewith). Each Common Holder shall receive the same consideration per share on an as-converted to Common Stock basis upon consummation of the Drag-Along Transaction as is received by the holders of Preferred Shares after giving effect to any liquidation preference to which date may not be less than any Person is entitled to pursuant to the Company's Certificate of Incorporation, as amended; provided, however, that if within thirty (30) days after delivery of receipt of the Required Transfer Drag-Along Notice, the Company irrevocably commits in writing to use its best efforts to complete a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of the Company's Common Stock at a price per share of not less than the price per share which the holders of the Equity Securities (on an as-converted to Common Stock basis) would receive upon the consummation of the Drag-Along Transaction (a "Qualified IPO"). Such notice , then the closing of the Drag-Along Transaction shall be accompanied by suspended until the earlier of (Ai) a written offer from the proposed Transferee to purchase all one hundred twenty (120) days after the Company Shares so commits or Bank Shares owned by (ii) the Companies and date the Shareholders, and (B) copies of all transaction documents relating Company determines that it will be unable to complete the Required TransferQualified IPO within such 120-day period.

Drag-Along Rights. (a) In If at any time the event Company or the owners of a proposed bona-fide and arm’s-length majority of the Company approves a sale of (i) all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all stock of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver Company to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transfereeone or more independent third parties through one or more related transactions, (ii) the proposed purchase price (which shall provide that the aggregate valuation all or substantially all of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product assets of the Market Price multiplied by Company to one or more independent third parties through one or more related transactions, or (iii) any other transaction where control of the number of Bank Shares outstanding Company is transferred to one or more independent third parties, in each case including if structured as of the date of the Required Transfer Noticea merger, consolidation, joint venture or other similar transaction (each, an “Approved Sale”), the Recipient will consent to and raise no objections against the Approved Sale and shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such Approved Sale. If the Approved Sale is structured as a sale of stock, then the Recipient will, if requested by the Company, sell or otherwise transfer its Restricted Stock awarded hereunder (iii) or any portion thereof if requested), on the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions approved by the Company. The Recipient will promptly take all reasonable actions deemed necessary or desirable, in the reasonable judgment of the Required TransferCompany, in connection with and to facilitate the consummation of the Approved Sale, including the Required Transfer date (which date may execution of all agreements and instruments reasonably requested by the Company. The Company will use reasonable efforts to notify the Recipient in writing not be less than thirty ten (3010) business days after delivery before the proposed consummation of an Approved Sale; provided, however, that the Recipient agrees not to, directly or indirectly, without the prior written consent of the Required Transfer Notice)Company, disclose to any other person any information related to such potential Approved Sale, other than disclosures to legal counsel in confidence or as otherwise necessary to protect the Recipient’s rights under this Agreement or applicable law, or as otherwise required by law. Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders000 Xxxxxxxx Xxx, and (B) copies of all transaction documents relating to the Required Transfer.Xxxxx 0000 | Xxxxxx, Xxxxx 00000 | 512.485.9530 | 000.000.0000 Fax | xxx.xxxxxxxxxxxx.xxx

Drag-Along Rights. (a) In If at any time after the event of date hereof the WHP Member (the “Transferring Member”) desires to transfer in a proposed bona-bona fide and arm’s-length sale to Persons who are unrelated third parties (for purposes of this Section 8.7, collectively, the “Proposed Transferee”) all of its Membership Interests in the issued and outstanding Company Shares Company, whether in a single transaction or Bank Shares in a series of related transactions, then the Transferring Member shall have the right (the “Drag-Along SharesRight”) held by Itaú Parent, Company One and each of their Permitted Transferees to require all Members which are not Transferring Members (collectively, the “Dragging ShareholderOther Members”) to any Person sell to the Proposed Transferee their entire Membership Interests. The sale price (“Sale Price”) to be paid to each Member will be an amount equal to the amount that would be distributed to such Member assuming that the Company distributed the aggregate Sale Price for all of the Membership Interests, net of closing and transaction costs, other than finder’s fees, consulting fees, equity grants and other compensation payable to a Member or an Affiliate of any Dragging Shareholdera Member that would not be considered to be in the ordinary course, and if at such time escrows (provided that any monies subsequently released from escrow will be paid to the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued Members when released) and outstanding Bank Sharesclosing adjustments, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”in accordance with Section 4.4(b) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required TransferDrag-Along Price”). Sale Price shall include any amounts paid to a Member or an Affiliate of a Member, which notice shall state (i) including any finder’s fees, consulting fees, payments for confidentiality or other restrictive covenants, equity grants and other compensation, other than compensation payable at market rates for future employment or other bona fide services. The Transfer of Membership Interests in connection with the name exercise of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank Drag-Along Right is at least equal referred to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case herein as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required “Covered Transfer.”

Drag-Along Rights. (a) In If (A) the event Founder Parties propose to Transfer Founder Offered Shares in an amount equal to the greater of (1) a proposed bona-fide and arm’s-length sale number of all shares that represents a majority of the issued Class B Stock then Beneficially Owned by all Founders and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees or (collectively2) a number of shares that, the “Dragging Shareholder”) when taken together with all shares of Class B Stock previously Transferred to any Person Persons other than an Affiliate of any Dragging ShareholderPermitted Transferees or the Liberty Parties, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all represents a majority of the issued Class B Stock Beneficially Owned by the Founders and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its their Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date hereof, in either case, pursuant to a Founder Offer Notice or Founder Offer Notices delivered in accordance with Section 5, (B) the Liberty Parties fail to purchase such Founder Offered Shares and (C) the Founder Parties propose to Transfer such Founder Offered Shares to an unaffiliated third party that is not a Permitted Transferee, then the Controlling Principals may deliver a notice (a "DRAG-ALONG NOTICE") to the Liberty Parties setting forth (w) the number of shares of Class B Stock proposed to be Transferred (which shall be the Required Transfer same as the number of Subject Shares subject to the applicable Founder Offer Notice), (iiix) the obligation price per share at which the shares of Class B Stock are proposed to be Transferred (which shall be equal to or greater than the Transferee price per share set forth in the applicable Founder Offer Notice), (y) all Liens and Restrictions to purchase all which the shares of the Dragged Shareholder SharesClass B Stock proposed to be Transferred will be subject, and (ivz) any whether the Class B Stock proposed to be Transferred is to be sold for cash or other material consideration and the other terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transfer.

Drag-Along Rights. At any time after the fourth (a4th) In anniversary of the event Closing Date, if the holders of a proposed bona-fide and arm’s-length sale of all Requisite Percentage of the issued and outstanding Company Shares or Bank Preferred Shares (the “Drag-Along SharesShareholders”) held by Itaú Parent), voting together as a single class on an as converted basis, approve a sale of the Company One and each of their Permitted Transferees (collectively, the “Dragging ShareholderApproved Sale”) to any Person other than an Affiliate a third party purchaser (the “Potential Purchaser”) where the valuation of any Dragging Shareholder, and if at such time the Dragged Shareholder Company shall own be no less than 10% On An Adjusted Basis three (3) times of all valuation of the issued and outstanding Bank SharesCompany immediately after the Closing, then each of the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees other Shareholders (collectively, the “Dragged ShareholderShareholders”) shall (i) vote, or give its written notice (consent with respect to, all the “Required Transfer Notice”) Shares held by them in favor of such proposed sale (Approved Sale and in opposition of any proposal that could reasonably be expected to delay or impair the “Required Transfer”), which notice shall state (i) the name consummation of the any such proposed Transferee, Approved Sale; (ii) sell, transfer, and/or exchange, as the proposed purchase price (which shall provide that the aggregate valuation case may be, all of the Chilean Bank is at least equal their Shares in such Approved Sale to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), such purchaser; (iii) the obligation refrain from exercising any dissenters’ rights or rights of the Transferee appraisal under applicable laws at any time with respect to purchase all of the Dragged Shareholder Shares, or in connection with such proposed Approved Sale; and (iv) take all actions reasonably necessary to consummate the proposed Approved Sale. If any other material terms and conditions Dragged Shareholder does not elect to vote, or give its written consent with respect to, all the Shares held by them in favor of the Required Transfersuch proposed Approved Sale, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice such Dragged Shareholder shall be accompanied by (A) a written offer from the proposed Transferee obligated to purchase all the Company Common Shares or Bank and/or the Preferred Shares owned held by the Companies Drag-Along Shareholders under the same terms and conditions as offered by the Shareholders, and (B) copies Potential Purchaser of all transaction documents relating the Approved Sale. Notwithstanding any provision to the Required Transfercontrary, the share transfer restrictions of Section 4 of this Agreement shall not apply to any transfers made pursuant to this Section 5.

Drag-Along Rights. (a) In the event of The SLP Investors may give written notice (a proposed bona-fide and arm’s-length sale of all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging ShareholderNotice”) to any the Management Investors that the SLP Investors intend to enter into a transaction or a series of related transactions involving the transfer, of not less than fifty percent (50%) of the outstanding Share Equivalents (which Share Equivalents to be transferred may include Share Equivalents held by the Management Investors and/or other holders of Share Equivalents) to a Person or “group” of Persons (other than to the SLP Investors or an Affiliate of any Dragging Shareholderthe SLP Investors), and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shareswhether by merger, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees tender offer or otherwise (collectively, the a “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required TransferDrag-Along Sale”), which notice and, that the SLP Investors desire to cause the Management Investors to participate in such transaction on the same terms and conditions as available to the SLP Investors; provided, however, that no Management Investor shall state be required to assume any liability or provide indemnification in connection with such transaction other than (i) liability or indemnification that relates to the name of ownership of, and the proposed Transfereeability to transfer, the Share Equivalents being transferred by it and (ii) with respect to all other liabilities or indemnification in connection with such transaction, its pro rata share on the proposed purchase price same terms and conditions as the SLP Investors (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by based on the number of Bank Shares outstanding Share Equivalents being transferred by each Management Investor in each case as of the date of the Required Transfer Noticesuch transaction), . Such Drag-Along Notice shall also specify (iii1) the obligation of consideration, if any, to be received by the Transferee to purchase all of SLP Investors and the Dragged Shareholder Shares, Management Investors and (iv) any other material terms and conditions of the Required Transferproposed transaction (which price and other material terms and conditions shall be the same in all material respects for the SLP Investors and the Management Investors), including (2) the Required Transfer identity of the other Person or Persons party to the transaction, (3) the date of completion of the proposed transaction (which date may shall be not be less than thirty ten (3010) days Business Days after delivery the date of the Required Transfer Noticenotice) and (4) the action or actions required of each Management Investor in order to complete or facilitate such proposed transaction (including the sale of Share Equivalents held by the Management Investor, the voting of all such Share Equivalents in favor of any such merger, consolidation or sale of assets and the waiver of any related appraisal or dissenters’ rights). Such notice shall be accompanied If the SLP Investors are transferring less than all of the Share Equivalents held by the SLP Investors, then each Management Investor will transfer a number of Share Equivalents equal to the product of the following (the “Drag-Along Portion”): (x) the number of Share Equivalents (including any Shares issuable upon the exercise of Options to the extent such Options are then vested and exercisable) beneficially owned by such Management Investor multiplied by (Ay) a written offer from fraction, the proposed Transferee to purchase all numerator of which is the Company Shares or Bank Shares 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 Companies SLP Investors. Upon receipt of such Drag-Along Notice, each Management Investor shall be obligated to take the action or actions referred to in clause (4) above; provided that, in the case of a sale of Shares, with respect to any Shares for which a Management Investor holds vested and exercisable but unexercised Options, the Shareholdersprice per Share shall be reduced by the exercise price of such Options or, and (B) copies of all transaction documents relating if required pursuant to the Required Transferterms of such Options, such Stockholder shall pay the exercise price therefor prior to the consummation of such sale and shall transfer such Shares to the purchaser in such sale (in each case, net of any amounts required to be withheld by the Company in connection with such Option exercise).

Drag-Along Rights. (a) In If at any time prior to the event of a proposed bona-fide and arm’s-length sale of all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú ParentRegistration Period Commencement Date, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and Stonegate together with its Permitted Transferees proposes to Transfer all or substantially all of its shares of Common Stock (collectivelyother than to a Permitted Transferee), Stonegate shall have the “Dragged Shareholder”right, upon not less than twenty (20) days' prior written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”"Purchase Notice"), which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase include all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of such proposed sale and which shall identify the Required Transferproposed purchaser(s) of such shares of Common Stock ("Drag Along Purchaser(s)"), including the Required Transfer date (which date may not be less than thirty (30) days after delivery to require each of the Required Transfer Notice). Such notice shall Stockholders to sell to the Drag Along Purchaser(s) that number of Shares ("Call Shares") equal to the product, rounded down to the nearest whole number, of (a) a fraction, the numerator of which is the total number of shares of Common Stock proposed to be accompanied sold by Stonegate together with its Permitted Transferees and the denominator of which is the total number of shares of Common Stock then owned by Stonegate together with its Permitted Transferees, multiplied by (Ab) a written offer from the proposed Transferee number of Shares then owned by such Stockholder, respectively. If Stonegate shall so elect, Stonegate shall arrange for such Drag Along Purchaser(s) to purchase the Call Shares at the same time as and upon the same terms and conditions at which Stonegate and its Permitted Transferees sells its shares of Common Stock. Upon receipt of the Purchase Notice, each of the Stockholders shall cooperate with Stonegate and otherwise take, or cause to be taken, all actions and do, or cause to be done, all things necessary or appropriate to enter into, consummate and make effective the Company Shares or Bank Shares owned by sale and purchase of the Companies Call Shares, together with Stonegate's and the Shareholders, and (B) copies its Permitted Transferees' shares of all transaction documents relating to the Required TransferCommon Stock being so Transferred.

Drag-Along Rights. (a) In If (i) the event Majority Stockholders desire to Transfer for value (including, without limitation, for cash, equity securities or notes), in a transaction or series of related transactions all of their Shares to an unaffiliated third party (“Stockholder Sale”) and such Stockholder Sale is unanimously approved by the Board, and/or (ii) the Board unanimously approves a proposed bona-fide and arm’s-length sale of the Company to an unaffiliated third party (whether by merger, consolidation, reorganization, sale of all or substantially all of the Company’s assets, sale of a number of Shares equal to a majority or more of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to or other form of business combination) (“Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required TransferApproved Sale”), which notice shall state (i) the name subject to such unanimous approval of the proposed TransfereeBoard, each Stockholder shall (iisubject to the further provisions of this Section 4.1 including, without limitation, the payment of the consideration set forth herein) consent to and raise no objection against such Transfer and, if applicable, waive any dissenters’ rights, appraisal rights or similar rights. Notwithstanding the proposed purchase price (which shall provide that above, neither the aggregate Stockholder Sale nor the Company Approved Sale requires unanimous Board approval if the consideration to be received by the NZ Stockholders for such sale reflects a total valuation of the Chilean Bank is Company of at least equal $25,000,000. Upon demand of the Company or the Majority Stockholder, as the case may be, each Stockholder shall take (subject to the higher further provisions of (x) its Fair Value and (y) this Section 4.1, including, without limitation, the product payment of the Market Price multiplied by consideration set forth herein) all reasonably necessary and desirable actions to facilitate the number of Bank Shares outstanding in each case as consummation of the date Stockholder Sale or Company Approved Sale, as the case may be, including, but not limited to, the release of information and documentation and execution of such agreements and such instruments that are customarily executed and delivered in such transactions and the Required taking of such other actions as are reasonably necessary or reasonably requested to provide representations, warranties, indemnities, covenants and other obligations in connection with such Stockholder Sale or Company Approved Sale, as the case may be, and each Stockholder agrees to Transfer Notice), (iii) the obligation of the Transferee to purchase all of its, his or her Shares to such unaffiliated third party at the Dragged Shareholder Shares, same consideration per Share and (iv) any other material upon the same terms and conditions as those provided for in the Stockholder Sale or Company Approved Sale, as the case may be, and to pay a pro rata portion of all reasonable and customary out-of-pocket transaction expenses not otherwise paid (or required to be paid) by the Company (but in any event not in excess of the Required Transferpro rata net sale proceeds received by such Stockholder pursuant to such Stockholder Sale or Company Approved Sale) and to accept and assume a proportionate share (based on Shares Transferred by him, including her or it in the Required Transfer date (which date may not be less than thirty (30transaction) days after delivery of liability for breaches of representations, warranties, indemnities, covenants and agreements and other obligations of the Required Transfer Notice)Company in connection therewith whether by way of several liability to the unaffiliated third party or a contribution agreement among the Stockholders; provided, however, that the liabilities of such Stockholder with respect to such representations, warranties, indemnities, covenants and agreements and other obligations shall not exceed the pro rata net sale proceeds received by such Stockholder pursuant to such Stockholder Sale or Company Approved Sale. Such notice The only representations and warranties that the a dragged Stockholder shall be accompanied required to make in connection with such Stockholder Sale or Company Approved Sale are with respect to his, her or its ownership of the Shares to be sold by him, her or it (A) a written offer from the proposed Transferee including his, her or its ability to purchase all the Company Shares or Bank Shares owned by the Companies convey title free and the Shareholders, and (B) copies clear of all transaction documents relating liens, encumbrances, adverse claims or similar restrictions; no conflicts with agreements to which he, she or it is a party; no conflicts with law; authority; and enforceability); provided no Stockholder shall be liable (on a pro rata basis or otherwise) for the Required Transferbreach of the representations and warranties of any other Stockholder made in its individual capacity as to its individual ownership, authorization and other related matters which apply only to such Stockholder.

Drag-Along Rights. (a) In If at any time after the event of date hereof, the ABG Member (the “Transferring Member”) desires to Transfer in a proposed bona-bona fide and arm’s-length sale to Persons who are not Affiliates of the ABG Member (for purposes of this Section 8.7, collectively, the “Proposed Transferee”) all of its Membership Interests in the issued and outstanding Company Shares Company, whether in a single transaction or Bank Shares in a series of related transactions, for consideration consisting solely of cash or Marketable Securities, then the Transferring Member shall have the right (the “Drag-Along SharesRight”) held by Itaú Parent, Company One and each of their Permitted Transferees to require all Members which are not Transferring Members (collectively, the “Dragging ShareholderOther Members”) to any Person other than an Affiliate sell to the Proposed Transferee their entire Membership Interests; provided, that the Transferring Member shall be entitled to exercise the Drag-Along Right only for so long as the ABG Member or one of any Dragging Shareholderits Affiliates continues to hold at least a plurality of the then-issued and outstanding Units, and if at such time representing in the Dragged Shareholder shall own aggregate not less than 10% On An Adjusted Basis fifty-one percent (51%) of the then-issued and outstanding Units. The sale price to be paid to each Member will be an amount equal to the amount that would be distributed to such Member assuming that the Company distributed the aggregate sales price for all of the issued Membership Interests, net of closing and outstanding Bank Sharestransaction costs, then escrows (provided, that any monies subsequently released from escrow will be paid to the Dragging Shareholder may deliver to Company TwoMembers if and when released) and other contingent payments, Corp Group Parent and its Permitted Transferees closing adjustments (collectivelyincluding payment of all indebtedness and liabilities), the “Dragged Shareholder”) written notice in accordance with Section 4.4 (the “Required Transfer Notice”) of such proposed sale (the “Required TransferDrag-Along Price”), which notice shall state (i) . The Transfer of Membership Interests in connection with the name exercise of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank Drag-Along Right is at least equal referred to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case herein as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required “Covered Transfer.”

Drag-Along Rights. Anything contained herein to the contrary ----------------- notwithstanding, if at any time, the Board (aat a meeting at which the entire Board is present) In and the event holders of a proposed bona-fide and arm’s-length sale of all 2/3 of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder Series A Stock shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state approve a proposal for (i) the name sale of the proposed Transfereecapital stock of the Company, (ii) the proposed purchase price (which shall provide that the aggregate valuation merger or consolidation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice)Company, or (iii) the obligation sale by the Company or its subsidiaries of all or substantially all of their assets (each, an "Approved -------- Sale Proposal"), and the Company has received from an independent nationally ------------- recognized investment banking firm, approved by 2/3 of the Transferee to purchase all of Board, which approval shall not be unreasonably withheld, a fairness opinion stating that the Dragged Shareholder Shares, and (iv) any other material terms and conditions of Approved Sale Proposal are fair and equitable to the holders of the Company's Common Stock in all material respects, then such Investors (or their designated representative) may deliver a notice (a "Required TransferSale Notice") -------------------- with respect to such Approved Sale Proposal to each other shareholder stating that such Investors have approved or propose to effect the Approved Sale Proposal and providing the identity of the persons involved in such Approved Sale Proposal and the terms thereof. Each such shareholder, including upon receipt of a Required Sale Notice, shall be obligated, which obligation shall be enforceable by the holders of a majority of the Series A Stock (or their designees), to (i) sell their shares of capital stock of the Company and participate in the transaction (a "Required Transfer date Sale") contemplated by the Approved Sale Proposal, (which date ii) ------------- vote their shares of stock in favor of such Approved Sale Proposal at any meeting of shareholders called to vote on or approve such Approved Sale Proposal and (iii) otherwise to take all necessary action to cause the Company and the shareholders to consummate such Approved Sale Proposal. Any such Required Sale Notice may not be less than thirty (30) days after delivery rescinded by such Investors by delivering written notice thereof to all of the shareholders. Upon the consummation of the Required Transfer Notice)Sale, each shareholder shall receive the same proportion of the aggregate consideration from such Required Sale that such holder would have received if a Liquidation Event (as defined in the Company's Articles of Incorporation) had occurred and such consideration had been distributed by the Company pursuant to the rights and preferences set forth in the Company's Articles of Incorporation (giving effect to applicable orders of priority) and if any shareholders of a Class Are given an option as to the form and amount of consideration to be received, all shareholders of such class will be given the same option. Such notice Notwithstanding the foregoing, in the event that the Approved Sale Proposal would result in proceeds (if other than cash, the fair market value of which shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned determined by the Companies and the Shareholders, and (BBoard) copies of all transaction documents relating to the Required TransferCompany's shareholders in an amount less than two (2) times the Original Issue Price (as that term is defined in Section 1 of the Company's Series A Certificate of Designation (the "Certificate")), then in such event the Board approval required by the first sentence of this Section 5.1 shall be made without the participation of the Series A Directors (as that term is defined in Section 4.3 of the Certificate).

Drag-Along Rights. (a) In If at any time prior to the event of a proposed bona-fide and arm’s-length sale of Registration Period Commencement Date, JLL Building Products proposes to Transfer all or substantially all of the issued and outstanding Company Shares or Bank Shares its shares of Common Stock (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholderto a Permitted Transferee), and if at such time JLL Building Products shall have the Dragged Shareholder shall own right, upon not less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees twenty (collectively, the “Dragged Shareholder”20) days’ prior written notice (the “Required Transfer Notice”) of such proposed sale (the “Required TransferPurchase Notice”), which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase include all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of such proposed sale and which notice shall identify the Required Transferproposed purchaser or purchasers of such shares of Common Stock (“Drag Along Purchaser(s)”), including the Required Transfer date (which date may not be less than thirty (30) days after delivery to require each of the Required Transfer Notice). Such notice shall Other Stockholders to sell to the Drag Along Purchaser(s) that number of Shares (“Call Shares”) equal to the product, rounded down to the nearest whole number, of (a) a fraction, the numerator of which is the total number of shares of Common Stock proposed to be accompanied sold by JLL Building Products, together with its Permitted Transferees, and the denominator of which is the total number of shares of Common Stock then owned by JLL Building Products multiplied by (Ab) a written offer from the proposed Transferee number of Shares then owned by such Other Stockholder. If JLL Building Products shall so elect, JLL Building Products shall arrange for such Drag Along Purchaser(s) to purchase the Call Shares at the same time as and upon the same terms and conditions at which JLL Building Products sells its shares of Common Stock. Upon receipt of the Purchase Notice, each of the Other Stockholders shall cooperate with JLL Building Products and otherwise take, or cause to be taken, all the Company Shares actions and do, or Bank Shares owned by the Companies and the Shareholderscause to be done, all things necessary or appropriate to enter into, consummate, and (B) copies make effective the sale and purchase of all transaction documents relating to the Required TransferCall Shares, together with JLL Building Products’ shares of Common Stock being so Transferred.

Drag-Along Rights. (a) In Prior to a Qualified Initial Public Offering, in the event of a proposed bona-fide and arm’s-length sale of all that one or more Stockholders collectively holding greater than sixty percent (60%) of the then-issued and outstanding Company Shares or Bank Shares (the “Drag-Along SharesRightholders”) held by Itaú Parentdetermine to cause a bona fide sale, Company One in one transaction or a series of related transactions of (i) greater than a majority of the then-issued and each of their Permitted Transferees outstanding Shares or (collectively, the “Dragging Shareholder”ii) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all or substantially all of the issued and outstanding Bank Shares, then consolidated assets of the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees Subsidiaries, taken as a whole, in each case to any Third Party Purchaser (collectivelyin each case, other than to an Affiliate or Related Fund of such Drag-Along Rightholders), whether directly or indirectly or by way of merger, statutory share exchange, recapitalization, reclassification, consolidation, or other business combination transaction or purchase of beneficial ownership (either (i) or (ii), a “Sale Transaction”), the “Dragged Shareholder”Drag-Along Rightholders may (but shall be under no obligation to) send written notice (the “Required Transfer Drag-Along Notice”) to the Company and the other Stockholders (each, a “Drag-Along Seller”) no later than twenty (20) Business Days prior to the consummation of the Sale Transaction notifying them of such proposed Sale Transaction and that they will be required to sell their Shares in such Sale Transaction (or, in the case of an asset sale (or any other transaction such as a merger which requires a vote of the “Required Transfer”Stockholders, vote in favor of such sale). Upon receipt of a Drag-Along Notice, which each Drag-Along Seller receiving such notice shall state be obligated to (i) sell Shares in the name Sale Transaction (including a sale or merger) contemplated by the Drag-Along Notice in an amount equal to that percentage of the proposed Transferee, Shares being sold by the Drag-Along Rightholders determined by dividing (iiA) the proposed purchase price total number of Shares being sold by the Drag-Along Rightholders in such Sale Transaction by (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (yB) the product total number of the Market Price multiplied Shares owned by the number of Bank Shares outstanding in each case Drag-Along Rightholders as of the date of the Required Transfer Notice), (iii) Drag-Along Notice on the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material same terms and conditions as the Drag-Along Sellers (including payment of its pro rata share of all costs associated with such transaction other than costs incurred for the Required Transferbenefit of a particular Stockholder) and (ii) otherwise take all necessary action to cause the consummation of such transaction, including the Required Transfer date (which date may voting all of its Shares in favor of such Sale Transaction and not be less than thirty (30) days after delivery of the Required Transfer Notice)exercising any appraisal or dissenters rights in connection therewith. Such notice shall be accompanied by Each Drag-Along Seller further agrees to (A) a written offer from take all actions (including executing documents) in connection with the consummation of the proposed Transferee to purchase all the Company Shares or Bank Shares owned Sale Transaction as may reasonably be requested of it by the Companies and the Shareholders, Drag-Along Rightholders and (B) copies appoint the Drag-Along Rightholders, or one of all transaction documents relating them, as its attorney-in-fact to do the Required Transfersame on its behalf.

Drag-Along Rights. (a) In Subject to the event provisions of Section 5.7(f), at any time an Investor Unitholder may propose a Drag-Along Transaction with a Person or group of Persons who are not Permitted Transferees of the Company or any Investor Unitholder and if such proposed bonaDrag-fide Along Transaction (i) is a Non-Cash Transaction that does not satisfy the requirements of the Selling Proviso or a Cash Transaction and arm’sin either case has been approved in writing by the Super- Requisite Holders or (ii) is a Non-length Cash Transaction that satisfies the requirements of the Selling Proviso and has been approved in writing by the Requisite Holders (any such Drag-Along Transaction approved in accordance with clause (i) or (ii), an “Approved Sale”), and if the Approved Sale is structured as (I) a merger, conversion, Unit exchange, consolidation, transfer by way of continuation of the Company, or a sale of all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of substantially all of the issued assets of the Company, each Member and outstanding Bank SharesUnitholder entitled to vote thereon shall vote in favor of the Approved Sale and shall waive any appraisal rights or similar rights in connection with such merger, then conversion, Unit exchange, consolidation or transfer by way of continuation or asset sale (it being acknowledged that such vote shall result in such Approved Sale not constituting a Liquidation Event), or (II) a sale of all the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectivelyUnits, the “Dragged Shareholder”) written notice (Unitholders shall agree to sell all of their Units which are the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name subject of the proposed TransfereeApproved Sale, (ii) on the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of such Approved Sale. The Members and Unitholders shall promptly take all necessary and desirable actions in connection with the Required Transferconsummation of the Approved Sale, including using their reasonable best efforts to obtain the Required Transfer date Board’s consent to the Approved Sale and the execution of such agreements and such instruments and other actions reasonably necessary to (which date may not be less than thirty 1) provide customary representations, warranties, indemnities, and escrow arrangements relating to such Approved Sale (30subject to clause (c)(v) days after delivery below) and (2) effectuate the allocation and distribution of the Required Transfer Notice)aggregate consideration upon the Approved Sale as set forth in Section 5.7(c) below. Such notice The Members and Unitholders shall be accompanied by (A) a written offer from the proposed Transferee permitted to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies sell their Units pursuant to an Approved Sale without complying with any other provisions of all transaction documents relating to the Required TransferArticle 5 of this Agreement.

Drag-Along Rights. If Kraft proposes to enter into a transaction or series of related transactions as a result of which all Securities of Kraft and its Affiliates will be transferred to one or more third parties (a) In other than persons who are then Stockholders or Affiliates of Stockholders), Kraft shall have the event of a proposed bonaright to drag-fide along with Kraft and arm’s-length sale of its Affiliates all of the issued Securities then outstanding on the same terms, for the same form of consideration and outstanding Company Shares or Bank Shares (for the “same price per share as Kraft and its Affiliates are to receive for the Securities owned by them. This right to cause the sale of Securities of other Stockholders as set forth in this Section 2.7 shall be referred to as "Drag-Along Shares”) held Rights". Kraft shall exercise its Drag-Along Rights under this Section 2.7 by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written delivering a notice (the “Required Transfer "Drag-Along Notice”") to all Stockholders no later than 30 days prior to the date the proposed transaction is contemplated to close. The Drag-Along Notice shall include the following statements or information: (i) Kraft's bonafide intention to sell or transfer its Securities; (ii) the number of Securities to be sold or transferred; (iii) the price and salient terms of such proposed sale or transfer; (the “Required Transfer”), which notice shall state (iiv) the name of the proposed Transfereetransferee; and (v) a copy of all transaction documents in substantially final form; provided, (ii) however, that such transaction documents need only be delivered within five business days of the date the proposed purchase price transaction is contemplated to close. For purposes of this Section, if such Drag-Along Notice is served personally or by facsimile transmission, delivery shall be conclusively deemed made at the time of such personal service or at the time the notice is transmitted. If such Drag-Along Notice is given via registered mail, return receipt request, delivery shall be conclusively deemed given five (which 5) business days after the deposit thereof in the United States mail. If such Drag-Along Notice is given by overnight mail, delivery shall provide that be conclusively deemed made on the aggregate valuation of next business day after mailing. If a Drag-Along Notice is given, but the Chilean Bank transaction is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as not consummated within 90 days of the date of the Required Transfer Notice)such notice, (iii) the obligation such notice will no longer be valid and a new Drag-Along Notice shall be required. If a transaction which is subject to Krafts' Drag-Along Rights is pending, a majority of the Transferee to purchase all members of the Dragged Shareholder SharesBoard of Directors may designate one or more representatives to act as attorney-in-fact for each Stockholder who is subject to the Drag-Along Rights, as set forth in Section 5, and each such representative shall have the power-of-attorney (ivsuch power to be irrevocable and coupled with an interest) any other material terms to execute such documents and conditions of take such actions as such representative may deem necessary or advisable in order to affect the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required TransferDrag-Along Rights granted under this Section 2.7.

Drag-Along Rights. If holders of (ai) In greater than 50% of the event ----------------- outstanding Series A and Series B Preferred Stock (voting together as a single class) and (ii) greater than 50% of the outstanding Series C Preferred Stock (together, the "Required Preferred Holders") approve any liquidation, dissolution or winding up of the Company or a proposed bona-fide and arm’s-length sale transaction to sell, or in any other way, directly or indirectly convey, assign, distribute, pledge, encumber or otherwise dispose of all or substantially all of the issued and outstanding Company's assets, property or business or merge into or consolidate with any other corporation (other than a wholly-owned subsidiary of the Company) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company Shares or Bank Shares is disposed of (the “collectively, a "Drag-Along Shares”Transaction"), then, upon thirty (30) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) days written notice to the other Stockholders and the Company (the “Required Transfer "Drag-Along Notice”) of such proposed sale (the “Required Transfer”"), which notice shall state (i) the name include reasonable details of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfertransaction, including the Required Transfer proposed time and place of closing and the consideration to be received by the Stockholders in such transaction, each Stockholder shall raise no objection to such Drag-Along Transaction and be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such third party, all of his Equity Securities in the same transaction at the closing thereof (and will deliver certificates for all of his shares at the closing, free and clear of all liens, claims, or encumbrances except those arising under this Agreement and the Investors' Rights Agreement of even date (herewith). Each Common Holder shall receive the same consideration per share on an as-converted to Common Stock basis upon consummation of the Drag-Along Transaction as is received by the holders of Preferred Shares after giving effect to any liquidation preference to which date may not be less than any Person is entitled to pursuant to the Company's Certificate of Incorporation, as amended; provided, however, that if within thirty (30) days after delivery of receipt of the Required Transfer Drag-Along Notice, the Company irrevocably commits in writing to use its best efforts to complete a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of the Company's Common Stock at a price per share of not less than the price per share which the holders of the Equity Securities (on an as-converted to Common Stock basis) would receive upon the consummation of the Drag-Along Transaction (a "Qualified IPO"). Such notice , then the closing of the Drag-Along Transaction shall be accompanied by suspended until the earlier of (Ai) a written offer from the proposed Transferee to purchase all one hundred twenty (120) days after the Company Shares so commits or Bank Shares owned by (ii) the Companies and date the Shareholders, and (B) copies of all transaction documents relating Company determines that it will be unable to complete the Required TransferQualified IPO within such 120-day period.

Drag-Along Rights. (a) In Prior to the initial Public Offering by the Company, in the event of a proposed bona-fide and arm’s-length sale of all that the Fortress Shareholders shall propose to transfer, in one or more transactions, more than 50% of the issued Shares they collectively own to a Proposed Purchaser, the Fortress Shareholders shall have the right and outstanding Company Shares or Bank Shares option (the “Drag-"Drag Along Shares”Right"), but not the obligation, to compel the Participant to participate in such sale, at the same price per Share or Restricted Share Unit (which price shall take into account all consideration proposed to be paid by the Proposed Purchaser to the Fortress Shareholders in such sale) held and on the same terms and subject to the same conditions as the sale proposed by Itaú Parentthe Fortress Shareholders, Company One by transferring up to the same proportion of the Restricted Share Units and each Shares to which the Participant has become entitled through the vesting of their Permitted Transferees (collectivelyRestricted Share Units pursuant to this Agreement as the proportion of the Fortress Shareholders' Shares that shall be transferred in such sale. Notwithstanding any other provision of this Agreement, any otherwise applicable restrictions on Transfer shall not apply to a Transfer pursuant to this Section 14(b) and, after the “Dragging Shareholder”) consummation of such Transfer, shall not apply to such Shares in the hands of the Proposed Purchaser or the Proposed Purchaser's successors; provided, however that any Person other than an Affiliate Restricted Share Units shall be cancelled upon consummation of the Transfer. Fortress Shareholders may exercise the Drag Along Right in respect of any Dragging Shareholder, such sale by notifying the Company and if at such time the Dragged Shareholder shall own less Participants in writing no later than 10% On An Adjusted Basis of all of fifteen (15) days prior to the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) proposed effective date of such proposed sale (the “Required Transfer”), which notice shall state of (i) the name of proposed purchase price to be paid by the proposed TransfereeProposed Purchaser in such sale, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of such proposed sale and (iii) the Required Transfer, including the Required Transfer proposed effective date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice)proposed sale. Such notice Upon receipt of such notice, the Participant shall be accompanied execute and deliver any purchase agreement or other certificate, instrument or other agreement required by (A) a written offer from the Proposed Purchaser to consummate the proposed Transferee to purchase all the Company Shares sale on or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating prior to the Required Transferproposed effective date.

Drag-Along Rights. If (a) In a majority of the event members of the Company’s Board of Directors and (b) the Requisite Investors approve a sale of Company or all or substantially all of Company’s assets, whether by means of a proposed bona-fide merger, consolidation, sale of stock or assets or otherwise (a “Sale of the Company”), all Investors and arm’s-length Holders shall consent to and vote their Shares in favor of the Sale of the Company, and if the Sale of the Company is structured as (i) a merger or consolidation of the Company, or a sale of all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of substantially all of the issued Company’s assets, each Investor and outstanding Bank SharesHolder shall waive any dissenters’ rights, then the Dragging Shareholder may deliver to Company Twoappraisal rights or similar rights in connection with such merger, Corp Group Parent and its Permitted Transferees (collectivelyconsolidation or asset sale, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transferee, or (ii) the proposed purchase price (which shall provide that the aggregate valuation a sale of the Chilean Bank is at least equal stock of the Company, the Investors and Holders shall agree to sell their Shares on the higher of terms and conditions approved by (x) its Fair Value a majority of the members of the Company’s Board of Directors and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice)Requisite Investors; provided, (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shareshowever, and (iv) any other material terms and conditions of the Required Transferthat, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) all proceeds from such Sale of the Company shall be payable to the holders of the Company’s Stock in accordance with the Certificate of Incorporation, including, without limitation, Article 4B, Paragraph 3 thereof, which entitles the holders of Convertible Preferred Stock to a written offer liquidation preference payment and other rights set forth therein, except that, at the discretion of the Company’s Board of Directors, holders of shares of Common Stock that are unvested on the date that the Sale of the Company is consummated may receive, in lieu of proceeds from the proposed Transferee to purchase all Sale of the Company Shares and in exchange for their unvested shares of Common Stock, unvested securities or Bank Shares owned by options to acquire securities of the Companies and entity surviving the ShareholdersSale of the Company on an equitable basis, and (B) copies except as set forth in the preceding clause (A), the terms of such Sale of the Company applicable to holders of shares of each series of Convertible Preferred Stock, in their capacities as holders thereof, shall be no less favorable than the terms applicable to the holders of all transaction other series of Convertible Preferred Stock in their capacities as holders thereof and (C) if the Requisite Investors are given the option to choose the form of consideration to be received in such Sale of the Company on its Stock, the obligations of a Holder or other Investor to approve the Sale of the Company under this Section 6 shall be conditioned upon it having received the same option. Each Holder and Investor hereby irrevocably constitutes and appoints the Company and any representative or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Holder or Investor and in the name of such Holder or Investor or in its own name, for the purpose of carrying out the terms of this Section 6, to take any and all appropriate action and to execute any and all documents relating and instruments which may be necessary or desirable to accomplish the Required Transferpurposes of this Section 6. Such Holder and Investor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

Drag-Along Rights. Any of the H&F Investors may give notice (aa “Drag-Along Notice”) In to any Management Stockholder that the event H&F Investors intend to enter into (or have agreed to vote the Share Equivalents they beneficially own, or to execute a written consent in lieu thereof, in favor of) a transaction or transactions involving the Transfer of a proposed bona-fide and arm’s-length sale Share Equivalents to one or more Persons (other than to an Affiliate of the H&F Investors) or to cause the Company to merge or consolidate with, or sell all or substantially all of its assets to, another Person or Persons (other than an Affiliate of the issued H&F Investors) (a “Drag-Along Sale”) and outstanding Company Shares that one or Bank Shares more of the H&F Investors desire to exercise their right (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging ShareholderRight”) to cause the Management Stockholders to participate in such Drag-Along Sale on the same terms and conditions as available to such H&F Investors, including making the same representations, warranties, covenants, indemnities and agreements as such H&F Investors agree to make in connection with the Drag-Along Sale; provided, however, that no Management Stockholder shall be required to make representations and warranties regarding the ownership of the Share Equivalents by any Person other than an Affiliate of any Dragging Shareholderhimself, and if at provided further that any indemnification obligations of a Management Stockholder shall in no event exceed the proceeds received by such time the Dragged Shareholder Management Stockholder in such Drag-Along Sale. Such Drag-Along Notice shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state also specify (i) the name of the proposed Transfereeconsideration, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal if any, to the higher of (x) its Fair Value be received by such H&F Investors and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, Management Stockholder and (iv) any other material terms and conditions of the Required proposed Transfer (which price and other material terms and conditions shall be the same in all material respects for such H&F Investors and the Management Stockholder), (ii) the identity of the other Person or Persons party to the Transfer, including (iii) the Required date of anticipated completion of the proposed Transfer date Sale (which date may shall be not be less than thirty five (305) days after delivery the date of the Required notice) and (iv) the action or actions required of each Management Stockholder in order to complete or facilitate such proposed Transfer Notice(including the sale of Share Equivalents held by the Management Stockholder, the voting of all such Share Equivalents in favor of any such merger, consolidation or sale of assets and the waiver of any related appraisal or dissenters’ rights). Such notice Upon receipt of such Drag-Along Notice, each Management Stockholder shall be accompanied obligated to take the action or actions referred to in clause (iv) above; provided, however, that, in the case of a sale of Shares, with respect to any Shares for which a Stockholder holds exercisable and vested but unexercised Options or any other Securities exercisable for, convertible into or exchangeable for Shares, the price per Share shall be reduced by the exercise price of such Options or other Securities or, if required pursuant to the terms of such Options or such other Securities or such Drag-Along Sale, such Stockholder must exercise the relevant Option (which may include an exercise effected on a “net exercise” basis) or exercise, convert or exchange such other relevant Security and transfer the relevant Shares (rather than the Option or other Security) (in each case, net of any amounts required to be withheld by the Company in connection with such exercise); and provided, further, that, notwithstanding anything to the contrary set forth herein, in any event the Company shall be permitted to cause all outstanding Options to be treated in such Drag-Along Sale in any manner as permitted by their terms, including any applicable equity plans of the Company. If the transferring H&F Investors are transferring less than all of the Share Equivalents held by such H&F Investors, then each Management Stockholder will transfer a number of Share Equivalents equal to the product of the following: (x) the number of Share Equivalents beneficially owned by such Management Stockholder multiplied by (Ay) a written offer from fraction, the proposed Transferee to purchase all numerator of which is the Company Shares or Bank Shares aggregate number of Share Equivalents being transferred by such H&F Investors and the denominator of which equals the aggregate number of Share Equivalents beneficially owned by such H&F Investors. All costs and expenses incurred by the Companies H&F Investors in connection with such transaction shall be borne on a pro rata basis in accordance with the number of Share Equivalents being sold by each of the H&F Investors, the Management Stockholders and all other Persons who otherwise are transferring, or have exercised a contractual or other right to transfer, Share Equivalents in connection with such transaction. In addition, the Shareholders, and (B) copies reasonable expense of all transaction documents relating one law firm to represent the Required TransferManagement Stockholders shall be paid for by the Company.

Drag-Along Rights. (a) In At any time, Rineon or any Permitted Transferee of Rineon (for the event purposes of this Section 3.10, the “Initiating Shareholders”) may, in connection with a proposed bonabona fide offer (a “Drag-fide and arm’s-length sale Along Offer”) by a third party who is not an Affiliate of the Company or any Shareholder (for the purposes of this Section 3.10, a “Third Party”) to acquire for value all of the issued and then outstanding Company Shares or Bank all or substantially all of the assets or businesses of the Company (no matter how the transaction may be structured), require NatProv and all other Shareholders (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 the Drag-Along Shareholders 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 Drag-Along Shareholder 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 of Shares; (ii) if the Initiating Shareholders elect to exercise their rights under this Section 3.10(a), the Drag-Along Shareholders receive either cash or marketable securities (i.e., securities that are actively publicly traded on the NYSE, NYSE Alternext Exchange, NASDAQ or similar exchange or quotation system) in such sale. If the Initiating Shareholders elect to exercise their right to compel a sale pursuant to this Section 3.10, the Initiating Shareholders will cause a written notice of the Drag-Along Offer (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging ShareholderNotice”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all be delivered to each of the issued and outstanding Bank Sharesother Shareholders, then setting forth the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectivelyaggregate consideration, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name identity of the proposed Transferee, (ii) Third Party and the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material principal terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferthereof.

Drag-Along Rights. (a) In Each Stockholder shall transfer all, but not less than all Shares then owned by such Stockholder, in connection and together with the event of a proposed bona-fide and arm’s-length sale of all, but not less than all of the issued Shares then owned by Apollo and outstanding Company Shares or Bank Shares its Affiliates and the Other Stockholders in a bona fide transaction (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”a "Drag Transaction") to any Person other than person who is not an Affiliate of Apollo (a "Purchaser"). Prior to consummating any Dragging ShareholderDrag Transaction, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may Apollo will deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) each Other Stockholder a written notice (the “Required Transfer a "Sale Notice”") of such proposed sale (the “Required Transfer”), which notice shall state specifying (i) the name nature and aggregate amount of consideration (the "Sale Price") to be paid to the Stockholders upon the consummation of the proposed TransfereeDrag Transaction, (ii) the proposed purchase price (which shall provide that the aggregate valuation identity of the Chilean Bank is at least equal to the higher of (x) its Fair Value Purchaser, and (yiii) all other material terms of such proposed Drag Transaction, including the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the proposed date of the Required Transfer closing of the Drag Transaction (the "Drag Transaction Closing Date"). On the Drag Transaction Closing Date, each Stockholder shall sell to the Purchaser 100% of the Shares then held by such Stockholder on the terms and subject to the conditions set forth in the Sale Notice. If any Stockholder fails to deliver certificates representing its Shares as required by this Section 6.3, such Stockholder (i) shall not be entitled to the consideration it is to receive in the Drag Transaction until it cures such failure (provided, that after curing such failure it shall be so entitled to such consideration without interest), (ii) shall for all purposes be deemed no longer to be a stockholder of the Company and have no voting rights, (iii) shall not be entitled to any dividends or other distributions declared after the obligation Drag Transaction Closing Date with respect to the Shares held by it, (iv) shall have no other rights or privileges granted to Stockholders under this or any future agreement and (v) in the event of liquidation of the Transferee Company, its rights with respect to purchase all any consideration it would have received if it had complied with this Section 6.3, if any, shall be subordinate to the rights of any equity holder. This Section 6.3 shall inure to the Dragged Shareholder Sharesbenefit of, and be enforceable by, Apollo and its Related Persons. "Related Person" means, with respect to any person, (i) any Affiliate of such person, (ii) any investment manager, investment advisor or general partner of such person, and (iviii) any other material terms and conditions investment fund, investment account or investment entity whose investment manager, investment advisor or general partner is such person or a Related Person of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transfersuch person.

Drag-Along Rights. (a) In the event that TPG or TPG WP wishes to sell all or substantially all of its Guarantor Interests, Revolver Interests, Participation Interests, Italian Credit Agreement Rights, Senior Notes or Warrants, in each case by merger, stock sale, asset sale or otherwise (other than pursuant to paragraph 9 of this Agreement) to a proposed bona-fide purchaser that is not an Affiliate of TPG or TPG WP or any of their Affiliates and arm’s-length sale of said purchaser desires to acquire all or substantially all of the issued outstanding Guarantor Interests, Revolver Interests, Participation Interests, Senior Notes or Warrants, as the case may be, upon such terms and outstanding Company Shares conditions as agreed to with TPG or Bank Shares (TPG WP, each Other Holder, agrees to sell all of its Guarantor Interests, Revolver Interests, Participation Interests, Senior Notes, or Warrants, as the “Drag-Along Shares”) held by Itaú Parentcase may be, Company One to said purchaser and each to waive its appraisal or dissenters' rights with respect to such transaction, at a price that reflects the Pro Rata Portion of their Permitted Transferees (collectivelyits Guarantor Interests, Revolver Interests, Participation Interests, Senior Notes, or Warrants, as the case may be, and on the same terms and conditions as TPG or TPG WP has agreed to with such purchaser; provided, however, that no party required to sell pursuant to this paragraph 8 shall be required to make any representation, covenant or warranty in connection with such sale, other than as to its ownership and authority to sell, free of liens, claims or encumbrances, the “Dragging Shareholder”) Guarantor Interests, Revolver Interests, Participation Interests, Senior Notes, or Warrants to any Person other than an Affiliate of any Dragging Shareholderbe sold by such Lender. In such case, and if at such time TPG or TPG WP, as the Dragged Shareholder case may be, shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) give written notice (the “Required Transfer Notice”) of such proposed sale to the Other Holders, at least thirty (30) days prior to the “Required Transfer”)consummation of such sale, which notice shall state setting forth (i) the name of the proposed Transfereeconsideration to be received by such relevant parties, (ii) the proposed purchase price (which shall provide that the aggregate valuation identity of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice)purchaser, (iii) the obligation date of the Transferee to purchase all of the Dragged Shareholder Shares, proposed transfer and (iv) any other material terms items and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transfertransfer.

Drag-Along Rights. (ai) In the event Subject to first complying with its obligations pursuant to Section 3.04(c), if Pattern Member together with any of its Permitted Transferees that are Members (collectively, a proposed bona-“Pattern Seller”) desires to effect a bona fide and arm’s-length sale Transfer of all (but not less than all) of its Units in the issued and outstanding Company Shares Company, whether in one transaction or Bank Shares a series of related transactions (the “DragDrag Sale Interests” and, any such transactions or series of related Mtl#: 2837088.5 1557237.09-WASSR01A - MSW transactions, a “Drag Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging ShareholderSale”) to any Person Third Party, other than an Affiliate of any Dragging Shareholdera Permitted Transferee, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, for cash then the Dragging Shareholder may Pattern Seller shall (in its sole discretion) be permitted to deliver written notice to Company Two, Corp Group Parent the Investor and its Permitted Transferees that are Members (collectively, the a “Dragged Shareholder”) written notice (the “Required Transfer NoticePSP Seller”) of such proposed sale Drag Along Sale no later than fourteen (14) calendar days prior to the anticipated date of consummation of such Drag Along Sale (the “Required TransferDrag Along Notice”), which notice . Such Drag Along Notice shall state (i) identify the name purchaser, the purchase price per Drag Sale Interests and a summary of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date proposed Drag Along Sale and (which date may not be less than thirty (30ii) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by forms of all agreements (Aincluding any schedules, exhibits and annexes thereto) a written offer from to be entered into by or on behalf or for the proposed Transferee account or otherwise for the benefit of the Pattern Seller, as applicable, in connection with the Drag Along Sale. Following receipt of the Drag Along Notice, the PSP Seller shall be obligated to purchase sell to the purchaser all of the PSP Seller’s Membership Interest in the Company Shares or Bank Shares owned by at the Companies and the Shareholderssame purchase price per Unit, and (B) copies of all transaction documents relating otherwise on the same terms therefor and subject to the Required Transfersame conditions thereto, as the Pattern Seller.

Drag-Along Rights. (a) In If, prior to the event consummation of an ------------------ Initial Public Offering, the Board of Directors of the Company and the holders of a proposed bona-fide and arm’s-length majority of the capital stock entitled to vote thereon approve a sale of all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any a Person other than an Affiliate of any Dragging Shareholdera Permitted Holder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all including a sale of the issued and outstanding Bank Shares, then Company initiated by the Dragging Shareholder may deliver to holders of the Class A Convertible 8% Cumulative Preferred Stock of the Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”"Class A Holders") of such proposed sale (pursuant to their agreements with the “Required Transfer”)Company, then, upon 30 days' written notice, which notice shall state (i) the name include reasonable details of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfersale, including the Required Transfer date proposed time and place of the closing and the consideration to be received by the Company's shareholders (which date may including the Class A Holders), the Company shall have the right to require the holders of the Warrants to sell, transfer and deliver or cause to be sold, transferred and delivered, to such Person, their Warrants in the same transaction at the closing thereof; provided that the consideration -------- to be received by all Holders shall be the same (in terms of price per share, terms, conditions and in all other material respects) as that to be received by the Company's other shareholders and, in any event, shall be cash and/or securities registered under the Securities Act and listed on a national securities exchange or authorized for quotation on The Nasdaq Stock Market, Inc.; and provided further, that if a Holder of a Warrant has, prior to its -------- ------- receipt of a notice pursuant to this Section 6.06, entered into a binding agreement to transfer the Warrants, such Holder shall not be less than thirty (30) days after delivery prohibited from consummating such transfer, notwithstanding anything to the contrary contained in this Section 6.06. Any purchase of the Required Transfer Notice). Such notice Warrants pursuant to this Section shall be accompanied by (A) deemed a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transfer"Drag Along Purchase".

Drag-Along Rights. (a) In If, at any time during the event term of this Agreement, HealthSouth proposes to Transfer to a proposed bona-fide and arm’s-length sale of all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú ParentPerson, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than to an Affiliate of any Dragging ShareholderHealthSouth, and if at such time by means of one transaction or a series of related transactions, including pursuant to a merger or consolidation involving the Dragged Shareholder Company, Shares that constitute more than fifty percent (50%) of the number of Shares owned by HealthSouth on the date of the proposed Transfer (or, in the case of a series of related transactions, on the date of the first proposed Transfer), HealthSouth shall own have the right (but not the obligation), upon not less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees twenty (collectively, the “Dragged Shareholder”20) Business Days’ prior written notice (the “Required Transfer Notice”) of such proposed sale (the “Required TransferPurchase Notice”), which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase include all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of such proposed sale and which shall identify the Required Transferproposed purchaser(s) of such Shares (“Drag-Along Purchaser(s)”), including to require each other Stockholder to sell to the Required Transfer date Drag-Along Purchaser(s) that number of Shares (which date may not be less than thirty “Call Shares”) equal to the product, rounded down to the nearest whole number, of (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (Aa) a written offer from fraction, the numerator of which is the total number of Shares proposed Transferee to purchase all be sold by HealthSouth and the Company Shares or Bank denominator of which is the total number of Shares owned by HealthSouth on the Companies and date of the Shareholdersproposed Transfer (or, in the case of a series of related transactions, on the date of the first proposed Transfer), multiplied by (b) the number of Shares then owned by such Stockholders. If HealthSouth shall elect to require the Stockholders to sell Shares pursuant to the foregoing in this Section 3.05(a), HealthSouth shall arrange for such Drag-Along Purchaser(s) to purchase the Call Shares at the same time, and upon the same terms and conditions (B) copies of all transaction documents relating other than any non-competition, non-solicitation and non-hire covenants), as HealthSouth sells its Shares, including any indemnification or holdback. Subject to the Required Transferforegoing, upon receipt of the Purchase Notice, the Stockholders shall cooperate with HealthSouth and otherwise take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary or appropriate to enter into, consummate and make effective the sale and purchase of the Call Shares, together with HealthSouth’s Shares being so Transferred. Notwithstanding any provision hereof to the contrary, from and after the date on which HealthSouth consummates a Transfer subject to this Section 3.05, (i) the Stockholder shall have no rights of a Stockholder with respect to the Call Shares sold and purchased in such transaction and (ii) the Stockholder shall not seek, nor shall the Company have any obligation, to enforce any such right with respect to such Call Shares.

Drag-Along Rights. If (ai) In either of the event Majority Stockholders and its Permitted Transferees (as defined below) or (ii) the Majority Stockholders and their Permitted Transferees (in either such case, collectively, the “Selling Stockholder”), desire to dispose, directly or indirectly, in a single transaction or a series of a proposed bonarelated transactions, of (x) all of their interest in Alltel or (y) at least twenty-fide and arm’s-length sale of all five percent of the issued and outstanding Company Shares shares of Common Stock or Bank Shares securities representing at least twenty-five percent of the voting power of Alltel, in either case to a good faith purchaser (the a “Drag-Along SharesPurchaser”) (other than any other investment partnership, limited liability company or other entity established for investment purposes and controlled by one or more of the members or the principals of the Majority Stockholders, a “Permitted Transferee”) and such Purchaser desires to acquire such interest upon such terms and conditions as agreed to with the Selling Stockholder, the Management Stockholder (and his or her Transferee, collectively) agrees to sell a portion (including all) of his or her Shares equal to the number of Shares owned by the Management Stockholder (and his or her Transferee) multiplied by a fraction, the numerator of which is the aggregate number of shares of Common Stock proposed to be transferred by the Selling Stockholder, and the denominator of which is the aggregate number of shares of Common Stock held by Itaú Parentthe Selling Stockholder, Company One to such Purchaser (or to vote all of his or her Shares entitled to vote in favor of any merger or other transaction which would effect a sale of such shares of Common Stock) at the same price per share of Common Stock and each pursuant to the same terms and conditions with respect to payment for the shares of their Permitted Transferees (collectivelyCommon Stock as agreed to by the Selling Stockholder. In such case, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder Selling Stockholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) give written notice (the “Required Transfer Notice”) of such proposed sale to the Management Stockholder (and his or her Transferee) at least fifteen (15) days prior to the “Required Transfer”)consummation of such sale, which notice shall state setting forth (i) the name of consideration to be received in the proposed Transfereetransaction, (ii) the proposed purchase price (which shall provide that the aggregate valuation identity of the Chilean Bank is at least equal to Purchaser, (iii) any other material items and conditions of the higher of (x) its Fair Value proposed transfer and (yiv) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transfertransfer.

Drag-Along Rights. (a) In Anything contained herein to the event contrary notwithstanding, if at any time (1) the Board of Directors, (2) the holders of two-thirds (2/3) of the outstanding shares of Preferred Stock and (3) the holders of seventy-five percent (75%) of the outstanding shares of Common Stock, each voting as a proposed bona-separate class, shall approve a bona fide and arm’s-length proposal from a third party with respect to a sale of all of the issued Company whether by merger, asset or stock sale or otherwise, for a specified price payable in cash or otherwise and outstanding on specified terms and conditions (a “Sale Proposal”), then the Company Shares or Bank Shares shall deliver a notice (the a “Drag-Along SharesRequired Sale Notice”) held by Itaú Parent, Company One with respect to such Sale Proposal to all Investors and each of their Permitted Transferees to the Common Holders (collectivelytogether, the “Dragging ShareholderStockholders”) stating that the Company proposes to any Person other than an Affiliate of any Dragging Shareholder, effect the Sale Proposal and if at such time providing the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all identity of the issued persons involved in such Sale Proposal and outstanding Bank Sharesthe terms thereof. Each such Stockholder and each Stockholder’s transferee, then upon receipt of a Required Sale Notice, shall be obligated, which obligation shall be enforceable by the Dragging Shareholder may deliver Company, to Company Two, Corp Group Parent sell its stock and its Permitted Transferees participate in the transaction (collectively, the a “Dragged ShareholderRequired Sale”) contemplated by the Sale Proposal, vote its shares of stock in favor of such Sale Proposal at any meeting of stockholders called to vote on or approve such Sale Proposal and otherwise to take all necessary action to cause the Company and the Stockholders to consummate such Required Sale. Any such Required Sale Notice may be rescinded by the Company by delivering written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal thereof to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required TransferStockholders.

Drag-Along Rights. If holders of at least seventy-five percent (a75%) In of the event then outstanding Preferred Shares approve a transaction to sell, or in any other way, directly or indirectly convey, assign, distribute, pledge, encumber or otherwise dispose of a proposed bona-fide and arm’s-length sale of all or substantially all of the issued Company's assets, property or business or merge into or consolidate with any other corporation (other than a wholly-owned subsidiary of the Company) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of (collectively, a "Drag- Along Transaction"), then, upon thirty (30) days written notice to the other Stockholders and outstanding the Company Shares or Bank Shares (the “"Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”"), which notice shall state (i) the name include reasonable details of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfertransaction, including the Required Transfer proposed time and place of closing and the consideration to be received by the Stockholders in such transaction, each Stockholder shall be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such third party, all of his Equity Securities in the same transaction at the closing thereof (and will deliver certificates for all of his shares at the closing, free and clear of all liens, claims, or encumbrances except those arising under this Agreement and the Amended and Restated Investors' Rights Agreement of even date (herewith). Each Common Holder shall receive the same consideration per share on an as-converted to Common Stock basis upon consummation of the Drag-Along Transaction as is received by the holders of Preferred Shares after giving effect to any liquidation preference to which date may not be less than any Person is entitled to pursuant to the Company's Certificate of Incorporation, as amended; provided, however, that if within thirty (30) days after delivery of receipt of the Required Transfer Drag-Along Notice, the Company irrevocably commits in writing to use its best efforts to complete a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of the Company's Common Stock at a price per share of not less than the price per share which the holders of the Equity Securities (on an as-converted to Common Stock basis) would receive upon the consummation of the Drag-Along Transaction (a "Qualified IPO"). Such notice , then the closing of the Drag-Along Transaction shall be accompanied by suspended until the earlier of (Ai) a written offer from the proposed Transferee to purchase all one hundred twenty (120) days after the Company Shares so commits or Bank Shares owned by (ii) the Companies and date the Shareholders, and (B) copies of all transaction documents relating Company determines that it will be unable to complete the Required TransferQualified IPO within such 120-day period.

Drag-Along Rights. (a) In the event that all Founder Stockholders, Series C-2 Investing Stockholders and Series D Investing Stockholders, in each case who holds 5% or more of the Stockholder Shares, desire to sell (each, a proposed bona-fide and arm’s-length sale of “Selling Stockholder”) all of such Stockholders’ Stockholder Shares to a bona fide purchaser (a “Third-Party Purchaser”), such Selling Stockholders shall have the issued and outstanding Company Shares or Bank Shares right to require the other Stockholders (the “DragNon-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging ShareholderSelling Stockholders”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of sell all of their Stockholder Shares to such Third-Party Purchaser in connection with such sale on the issued same terms as such Selling Stockholders shall sell such Stockholder Shares and outstanding Bank Shares, then at a price per share equivalent to the Dragging Shareholder may deliver price per share of Stockholder Shares to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) be received by such Selling Stockholders in connection with such sale. Such right shall be exercisable by written notice (setting forth the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”)price, which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of such proposed sale, given by such Selling Stockholders (a “Buyout Notice”) to each Non-Selling Stockholder. The Buyout Notice shall state such Selling Stockholders’ proposal to effect the Required Transfersale of Stockholder Shares of every party to such Third-Party Purchaser. Each Non-Selling Stockholder agrees that, upon receipt of a Buyout Notice, such Non-Selling Stockholder shall be obligated to sell all of its Stockholder Shares for its pro rata portion (determined assuming exchange, conversion or exercise of all outstanding Stockholder Shares) of the purchase price described in the Buyout Notice and upon the other terms and conditions of such transaction (and to otherwise take all reasonably necessary action to cause consummation of the proposed transaction, including voting such Stockholder Shares in favor of any such transaction). In connection with any transaction, each Non-Selling Stockholder hereby waives, and agrees to execute upon the Required Transfer date (which date may not be less than thirty (30) days after delivery reasonable request of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all Selling Stockholders or the Company at any time such further documents evidencing such waiver of, any dissenters’ rights, appraisal rights or any similar rights it may now have or may subsequently acquire in respect of Stockholder Shares under any applicable federal, state or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferother law.

Drag-Along Rights. In the event that Flax and Xxxxxxxxxx desire to Transfer collectively all of their Shares to a single Transferee (other than a Permitted Transferee) or in a single transaction, and the Company and the Remaining Shareholders do not exercise their rights of first refusal set forth in Section 3 and purchase all of the Offered Shares, then Flax and Xxxxxxxxxx shall have the right to require all of the CPK Parties to Transfer all of their Shares, upon the same terms and conditions and for the same purchase price as Flax and Xxxxxxxxxx intend to sell all of their Shares of the Company, if requested by Flax and Xxxxxxxxxx, by providing written notice of the proposed Transfer to all of the CPK Parties setting forth in reasonable detail the terms of the proposed Transfer; provided, however, that no CPK Party shall be required to Transfer any of its Shares to such single Transferee unless the aggregate consideration received in exchange for all Shares so Transferred (a) In is in the event form of cash or Freely Tradable Stock, or both, (b) is first allocated such that each share of Series A Preferred Stock so Transferred receives no less than its full Liquidation Preference then in effect, and (c) after the allocation of a proposed bona-fide and arm’s-length sale portion of such consideration in satisfaction of all such Liquidation Preferences of the issued then outstanding shares of Series A Preferred Stock, and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each all liquidation preferences of their Permitted Transferees (collectivelyany other shares of Preferred Stock then outstanding, the “Dragging Shareholder”) remaining aggregate consideration received in exchange for all Shares so Transferred is allocated, on an as converted- to-common basis, to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name holders of the proposed Transfereeshares of Series A Preferred Stock so Transferred, (ii) the proposed purchase price (which shall provide that the aggregate valuation holders of the Chilean Bank is at least equal to the higher shares of (x) its Fair Value Common Stock so Transferred, and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation holders of the Transferee all other shares of Preferred Stock so Transferred having a right to purchase a portion of such consideration. The CPK Parties shall deliver at such closing documents transferring all of the Dragged Shareholder Shares held by the CPK Parties, duly executed for transfer, and shall be entitled to receive the proceeds (after deduction of transfer taxes and fees not paid by purchaser and other expenses directly attributable to the transfer of such Shares) allocable to the Transfer thereof. The CPK Parties further agree to timely take all such other actions as Flax and Xxxxxxxxxx reasonably request in connection with such proposed Transfer; provided, however, that when taking such other actions, such CPK Parties shall only be required to make representations and warranties and agree to covenants and indemnities that are substantially similar to those made by Flax and Xxxxxxxxxx with respect to such CPK Parties’ ownership of such Shares and those matters necessary for such CPK Parties’ to be able to effectuate the Transfer of such Shares to such proposed Transferee, including, without limitation, representations and warranties relating to such CPK Parties’ authorization to transfer such Shares, and that the Transfer of such Shares by such CPK Parties will not (ivy) require any other material terms and conditions third party consent or (z) conflict with or result in a violation or breach or default of the Required Transferany contract to which such CPK Parties are a party or any governmental law, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares rule, ordinance or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferregulation.

Drag-Along Rights. (a) In Subject to Section 3.8(c) hereof, if the event of a proposed bona-fide and arm’s-length sale of all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees Investor Stockholders (collectively, the “Dragging Shareholder”"Drag-Along Transferor") approve a sale of (i) a majority of the outstanding shares of Common Stock on an as converted basis to any Person other than a Bona Fide Purchaser or (ii) all or substantially all of the assets of the Company to a Bona Fide Purchaser (each an Affiliate "Approved Sale"), whether by way of any Dragging Shareholdermerger, consolidation, sale of stock or assets, or otherwise, all Stockholders shall consent to and raise no objections against the Approved Sale, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank Approved Sale is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case structured as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all merger or consolidation of the Company Shares or Bank Shares owned by a subsidiary, or a sale of all or substantially all of the Companies and assets of the ShareholdersCompany or a subsidiary, and each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (B) copies a sale of a majority of the outstanding shares of Common Stock on an as converted basis the Stockholders shall agree to sell their respective proportionate percentages of the Common Stock on an as converted basis which are the subject of the Approved Sale, on the same terms and conditions as applicable to the Common Stock of the Drag-Along Transferor. 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 transaction documents 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, however, that each -------- ------- participating Stockholder's liability under any such agreement or instrument shall be limited to his/her/its proportionate percentage of such liability (based on the Required Transfernumber of shares of Common Stock on an as converted basis held by such Stockholder which are subject to the Approved Sale) and shall not exceed the proceeds received by such Stockholder. The Stockholders shall be permitted to sell their Equity Securities pursuant to an Approved Sale without complying with the provisions of Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and 3.7 of this Agreement.

Drag-Along Rights. (a) In If (i) the event Majority Stockholders desire to Transfer for value (including, without limitation, for cash, equity securities or notes), in a transaction or series of related transactions all of their Shares to an unaffiliated third party (“Stockholder Sale”) and such Stockholder Sale is unanimously approved by the Board, and/or (ii) the Board unanimously approves a proposed bona-fide and arm’s-length sale of the Company to an unaffiliated third party (whether by merger, consolidation, reorganization, sale of all or substantially all of the Company’s assets, sale of a number of Shares equal to a majority or more of the issued and outstanding Shares, or other form of business combination) (“Company Shares or Bank Shares Approved Sale”),each Stockholder shall (subject to the “Drag-Along Shares”) held by Itaú Parentfurther provisions of this Section 4.1 including, Company One and each of their Permitted Transferees (collectivelywithout limitation, the “Dragging Shareholder”payment of the consideration set forth herein) consent to and raise no objection against such Stockholder Sale or Company Approved Sale and, if applicable, waive any Person other than an Affiliate dissenters’ rights, appraisal rights or similar rights. Notwithstanding the above, a Stockholder Sale or Company Approved Sale shall only require approval of any Dragging Shareholdera majority of the Board, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all approval of the issued and outstanding Bank SharesMajority Stockholders in the case of a Stockholder Sale, then if the Dragging Shareholder may deliver consideration to be received by the NZ Stockholders in connection with such Stockholder Sale or Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate Approved Sale reflects a total valuation of the Chilean Bank is Company of at least equal $25,000,000. Upon demand of the Company or the Majority Stockholders, as the case may be, each Stockholder shall take (subject to the higher further provisions of (x) its Fair Value and (y) this Section 4.1, including, without limitation, the product payment of the Market Price multiplied by consideration set forth herein) all reasonably necessary and desirable actions to facilitate the number of Bank Shares outstanding in each case as consummation of the date Stockholder Sale or Company Approved Sale, as the case may be, including, but not limited to, the release of information and documentation and execution of such agreements and such instruments that are customarily executed and delivered in such transactions and the Required taking of such other actions as are reasonably necessary or reasonably requested to provide representations, warranties, indemnities, covenants and other obligations in connection with such Stockholder Sale or Company Approved Sale, as the case may be, and each Stockholder agrees to Transfer Notice), (iii) the obligation of the Transferee to purchase all of its, his or her Shares to such unaffiliated third party at the Dragged Shareholder Shares, same consideration per Share and (iv) any other material upon the same terms and conditions as those provided for in the Stockholder Sale or Company Approved Sale, as the case may be, and to pay a pro rata portion of all reasonable and customary out-of-pocket transaction expenses not otherwise paid (or required to be paid) by the Company (but in any event not in excess of the Required Transferpro rata net sale proceeds received by such Stockholder pursuant to such Stockholder Sale or Company Approved Sale) and to accept and assume a proportionate share (based on Shares Transferred by him, including her or it in the Required Transfer date (which date may not be less than thirty (30transaction) days after delivery of liability for breaches of representations, warranties, indemnities, covenants and agreements and other obligations of the Required Transfer Notice)Company in connection therewith whether by way of several liability to the unaffiliated third party or a contribution agreement among the Stockholders; provided, however, that the liabilities of such Stockholder with respect to such representations, warranties, indemnities, covenants and agreements and other obligations shall not exceed the pro rata net sale proceeds received by such Stockholder pursuant to such Stockholder Sale or Company Approved Sale. Such notice The only representations and warranties that a Stockholder shall be accompanied required to make in connection with such Stockholder Sale or Company Approved Sale are with respect to his, her or its ownership of the Shares to be sold by him, her or it (A) a written offer from the proposed Transferee including his, her or its ability to purchase all the Company Shares or Bank Shares owned by the Companies convey title free and the Shareholders, and (B) copies clear of all transaction documents relating liens, encumbrances, adverse claims or similar restrictions; no conflicts with agreements to which he, she or it is a party; no conflicts with law; authority; and enforceability); provided no Stockholder shall be liable (on a pro rata basis or otherwise) for the Required Transferbreach of the representations and warranties of any other Stockholder made in its individual capacity as to its individual ownership, authorization and other related matters which apply only to such Stockholder.

Drag-Along Rights. (a) In the event that TPG or TPG WP wishes to sell all or substantially all of (i) its Revolver Interests, (ii) its Participation Interests, (iii) the Senior Notes held by TPG WP, or (iv) the Warrants held by TPG WP, in each case by merger, stock sale, asset sale or otherwise (other than pursuant to paragraph 8 of this Agreement) to a proposed bona-fide purchaser that is not an affiliate of TPG or TPG WP or any of their affiliates and arm’s-length sale of said purchaser desires to acquire all or substantially all of the issued outstanding Revolver Interests, Participation Interests, Italian Credit Agreement Rights, Senior Notes or Warrants, as the case may be, upon such terms and outstanding Company Shares conditions as agreed to with TPG or Bank Shares (TPG WP, each other Lender agrees to sell all of its Revolver Interests, Participation Interests, Senior Notes, or Warrants as the “Drag-Along Shares”) held by Itaú Parentcase may be, Company One to said purchaser and each to waive its appraisal or dissenters' rights with respect to such transaction, at a price that reflects the Pro Rata Portion of their Permitted Transferees (collectivelyits Revolver Interests, Participation Interests, Senior Notes, or Warrants, as the case may be, and on the same terms and conditions as TPG or TPG WP have agreed to with such purchaser; provided, however, that no Lender required to sell pursuant to this paragraph 7 shall be required to make any representation, covenant or warranty in connection with such sale, other than as to its ownership and authority to sell, free of liens, claims or encumbrances, the “Dragging Shareholder”) Revolver Interests, Participation Interests, Senior Notes, or Warrants to any Person other than an Affiliate of any Dragging Shareholderbe sold by such Lender. In such case, and if at such time TPG or TPG WP, as the Dragged Shareholder case may be, shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) give written notice (the “Required Transfer Notice”) of such proposed sale to the other Lenders at least thirty (30) days prior to the “Required Transfer”)consummation of such sale, which notice shall state setting forth (i) the name of the proposed Transfereeconsideration to be received by such Lenders, (ii) the proposed purchase price (which shall provide that the aggregate valuation identity of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice)purchaser, (iii) the obligation date of the Transferee to purchase all of the Dragged Shareholder Shares, proposed transfer and (iv) any other material terms items and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transfertransfer.

Drag-Along Rights. After the fifth anniversary of the date on which the Series B Preferred Stock is first issued by the Company, if the Required Preferred Percentage (aas defined in the Fourth Amended and Restated Certificate of Incorporation of the Company, as amended from time to time (the "Restated Certificate")) In approve the event (i) sale of a proposed bona-fide and arm’s-length all or substantially all of the assets of the Company or (ii) sale of all of the issued and outstanding shares of capital stock of the Company Shares (whether by merger, consolidation, stock sale or Bank Shares otherwise) (the “Drag-Along Shares”) held by Itaú Parentan "Approved Sale"), Company One and each of the Holders shall vote to approve and raise no objections against such Approved Sale (including refraining from exercising any rights of appraisal) and shall take all reasonably necessary actions in their Permitted Transferees (collectively, capacities as stockholders in connection with the “Dragging Shareholder”) to any Person other than an Affiliate consummation of any Dragging Shareholder, and if at such time Approved Sale. If the Dragged Shareholder shall own less than 10% On An Adjusted Basis Approved Sale is structured as a sale of all of the issued and outstanding Bank Shares, then capital stock of the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectivelyCompany, the “Dragged Shareholder”) written notice (Holders shall agree to sell their pro rata amount of shares and rights to acquire shares which are subject to such Approved Sale on the “terms and conditions approved by the Required Transfer Notice”) Preferred Percentage. The obligations of the Holders with respect to any Approved Sale are subject to the condition that, upon the consummation of such proposed sale (the “Required Transfer”)Approved Sale, which notice shall state (i) the name all of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation stockholders of the Chilean Bank is at least equal Company will receive the same form and amount of consideration per share, or if any Holders are given an option as to the higher form and amount of (x) its Fair Value and (y) the product consideration to be received, all stockholders of the Market Price multiplied by Company will be given the same option, on a pro rata basis in proportion to the number of Bank Shares outstanding in shares held by each case as (determined by assuming the full conversion of all convertible securities), provided, however, that the consideration paid to the stockholders of the date of Company shall reflect the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, priorities and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating preferences provided to the Required TransferPreferred Stock in Section A.2 of Article Fourth in the Restated Certificate."

Drag-Along Rights. (a) A. In the event the Selling Group determines to accept an offer from an unaffiliated third person (other than any Affiliate of a proposed bona-fide and arm’s-length sale of all member of the issued Selling Group) to acquire 100% of the outstanding shares of Company Stock, then, subject to Section V.C below, at the option of the Selling Group, each of the other Stockholders shall sell, and outstanding shall cause any Affiliate of such Stockholder to sell, all shares of Company Shares Stock held by such Stockholder or Bank Shares such Affiliate pursuant to such offer to purchase (the “"Drag-Along Shares”) held by Itaú Parent, Sale"). All holders of Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state Stock (i) shall receive in such Drag-Along Sale the name same consideration per share of the proposed Transfereeeach class of Company Stock, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal be subject to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material same terms and conditions of sale and shall otherwise be treated equally or, where appropriate, pro rata based upon -------- the Required Transfernumber of shares of such class of Company Stock held by each Stockholder, and (ii) shall execute such documents and take such actions, including the Required Transfer date voting of shares or the acting by written consent, as may be reasonably required by the Selling Group Representative in 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 Sale by the Selling Group; provided, -------- however, that all selling Stockholders shall share pro rata, based upon the ------- -------- number of shares of each class of Company Stock being sold by each, in any escrow or holdback (which date may not shall be less than thirty (30) days after delivery limited to 20% of the Required Transfer Notice). Such notice cash consideration received by all Stockholders with respect to the shares of Company Preferred Stock and Company Common Stock) established for satisfying indemnity liabilities to the purchaser in the Drag-Along Sale (other than Title Representations, which shall be accompanied the sole responsibility of each seller); provided, further that each -------- ------- Stockholder's sharing obligation hereunder with respect to such indemnity or other liabilities shall be limited to such escrow or holdback except for the Title Representations. In no circumstance whatsoever hereunder shall any recourse be had to such Stockholder, whether by (A) a written offer from the proposed Transferee to purchase all the Company Shares levy or Bank Shares owned execution, or under any law, or by the Companies and enforcement of any assessment or penalty or otherwise, it being understood that the Shareholderssole recourse for enforcing such Stockholder's obligation shall be to such escrow or holdback, and (B) copies of all transaction documents relating except for the Title Representations. Any amount returned to selling Stockholders from such escrow or holdback shall be returned pro rata in proportion to the Required Transfernumber of shares of Common Stock held by -------- them. The consideration for such Drag-Along Sale may be in any form; provided, however, that such consideration must include cash (exclusive of cash -------- ------- deposited in escrow or holdback) in an amount sufficient to allow 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) In If the event DLJMB Entities propose to Transfer to a Third Party (the "Purchaser") in a Private Sale, including, without limitation, a Transfer to the Company pursuant to a recapitalization transaction, (i) Shares constituting not less than 50% of a proposed bona-fide and arm’s-length sale of all their Initial Ownership or (ii) Shares which, together with the Subject Shares (as defined below) constitute not less than 50% of the issued outstanding Common Shares and outstanding Company Shares or Bank such Transfer has been approved by the Board in accordance with the Articles of Incorporation, the Bylaws and applicable law, then the DLJMB Entities may, at their option, require ("Drag-Along Rights") each other Shareholder to Transfer (a "Drag-Along Sale") pursuant to the provisions of this Section 3.4 a number of Shares (the “"Subject Shares") equal to the number of Shares owned beneficially by such Shareholder multiplied by a fraction the numerator of which is the number of Shares to be sold by the DLJMB Entities in the proposed Transfer triggering the Drag-Along Sale and the denominator of which is the total number of Shares owned beneficially by the DLJMB Entities; PROVIDED, HOWEVER, that only a Management Shareholder's Management Purchased Shares and Vested Option Shares shall be included in determining the number of such Management Shareholder's Subject Shares”) held by Itaú Parent; and PROVIDED FURTHER, Company One and each that for the purpose of their Permitted Transferees (collectively, determining the “Dragging Shareholder”) to any Person other than an Affiliate number of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Vested Option Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name any Option Shares vesting as a result of the proposed TransfereeTransfer pursuant to the provisions of Section 3.1(c) of the Uhlenhop Employment Agreement or the "Change of Control" provisions of the Management Option Plan, (ii) as the proposed purchase price (which case may be, shall provide be deemed Vested Option Shares for the purpose of this Section 3.4(a). If the DJLMB Entities exercise their Drag-Along Rights, each of the Shareholders shall receive for its Subject Shares in the Drag-Along Sale the same consideration per Share that the aggregate valuation of DLJMB Entities receive for their Shares from the Chilean Bank is at least equal to Purchaser in such proposed Transfer and as set forth in the higher of Drag-Along Notice (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Noticedefined below), (iii) including, if the obligation DLJMB Entities are given an option as to types of consideration for their Shares, such other Shareholders shall be given the Transferee same option as to purchase all types of the Dragged Shareholder consideration for their Shares, and (iv) any other material such Drag-Along Sale shall otherwise be on the same terms and conditions upon which the DLJMB Entities are selling their Shares in such proposed Transfer. In determining the consideration to be received by the DLJMB Entities under this Section 3.4, any customary compensation for investment banking or financial advisory services to be paid to DLJSC or any of its Affiliates (other than the Required Transfer, including the Required DLJMB Entities) in connection with such Transfer date (which date may shall not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferincluded.

Drag-Along Rights. (a) In the event of that the Company receives a proposed bonabona fide purchase offer from a non-fide and arm’s-length sale of all affiliate of the issued and Company (an "Offeror") seeking to purchase the Company's outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholderequity, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name Company's Board of the proposed Transferee, Directors and (ii) Holders of not less than 50% of the proposed purchase 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 (which 20) but not more than ninety (90) days prior to any transfer to an Offeror (a "Drag-Along Transfer"), the Company shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of Holders a notice (xa "Drag-Along Notice") its Fair Value and (y) delivered to the product of Holders at their address set forth in the Market Price multiplied by Purchase Agreement, explaining the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, such Drag-Along Transfer (including the Required Transfer consideration to be paid), identifying the name and address of the Offeror and indicating the date that is fifteen (which date may not be less than thirty (3015) days after delivery the mailing of the Required Transfer NoticeDrag-Along Notice (the "Response Date"). Such If such Drag-Along Notice 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") to the Company. Any Consent Notice may be revoked prior to the Response Date by sending an additional writing explicitly revoking such Consent Notice. If the Company receives unrevoked Consent Notices from the requisite Holders on or before the Response Date or any extension thereof (not to exceed thirty days), 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 the Response Date, the purchase shall be accompanied deemed to have been made on the closing of the Drag-Along Transfer without further action by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferany Holder.

Drag-Along Rights. If at any time a group of Cash Equity Investors, which group shall include (ai) In in the event of a Full Company Stock Sale, holders of 66 2/3% or more of the Common Stock Beneficially Owned by the Cash Equity Investors (other than any Cash Equity Investor that has failed to satisfy its Unfunded Commitment which shall remain uncured at the time of such proposed bona-sale), or (ii) in the event of a Partial Company Stock Sale, holders of 75% or more of the Common Stock Beneficially Owned by the Cash Equity Investors at the time of the proposed sale (other than any Cash Equity Investor that has failed to satisfy its Unfunded Commitment which shall remain uncured at the time of such proposed sale) (each member of such group, a Selling Investor), proposes in a single transaction or series of transactions a Full Company Stock Sale or a Partial Company Stock Sale involving a bona fide arms length transaction in which the same price per share shall be payable in respect of all shares of any class of the Common Stock Beneficially Owned, then, upon the written request of such Selling Investors, each other Cash Equity Investor shall be obligated to, and arm’s-length shall, if so requested by such third party (a) sell, transfer and deliver or cause to be sold, transferred and delivered to such third party, up to all shares of Common Stock Beneficially Owned by them at the same price per share (irrespective of class) and on the same terms as are applicable to the Selling Investors, and (b) if approval of the transaction is required of the stockholders of the Company, vote his, her or its shares of Common Stock in favor thereof and, in the event such sale or transfer is in connection with a merger or consolidation, each Cash Equity Investor shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. For the purpose of this Section 3.4, (i) a Full Company Stock Sale shall mean the Transfer of all of the issued and then outstanding Company Shares or Bank Shares Stock (the “Drag-Along Shares”) held which Transfer may exclude any Company Stock Beneficially Owned by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging ShareholderAT&T PCS), and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice (the “Required Transfer Notice”) of such proposed sale (the “Required Transfer”), which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which a Partial Company Stock Sale shall provide that the aggregate valuation mean any Transfer of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any Company Stock other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Full Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required TransferStock Sale.

Drag-Along Rights. (a1) In the event of Subject to first complying with its obligations pursuant to Section 3.04(c), if Pattern Member together with its Permitted Transferees (to whom a proposed bona-Membership Interest has been transferred) (collectively, a “Pattern Seller”) desires to effect a bona fide and arm’s-length sale Transfer of all (but not less than all) of its Units in the issued and outstanding Company Shares Company, whether in one transaction or Bank Shares a series of related transactions (the “Drag-Drag Sale Interests” and, any such transactions or series of related transactions, a “Drag Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “Dragging ShareholderSale”) to any Person Third Party, other than an Affiliate of any Dragging Shareholdera Permitted Transferee, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, for cash then the Dragging Shareholder may Pattern Seller shall (in its sole discretion) be permitted to deliver written notice to Company Two, Corp Group Parent the Investor and its Permitted Transferees (to whom a Membership Interest has been transferred) (collectively, the a “Dragged Shareholder”) written notice (the “Required Transfer NoticePSP Seller”) of such proposed sale Drag Along Sale no later than fourteen (14) calendar days prior to the anticipated date of consummation of such Drag Along Sale (the “Required TransferDrag Along Notice”), which notice . Such Drag Along Notice shall state (i) identify the name purchaser, the purchase price per Drag Sale Interests and a summary of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date proposed Drag Along Sale and (which date may not be less than thirty (30ii) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by forms of all agreements (Aincluding any schedules, exhibits and annexes thereto) a written offer from to be entered into by or on behalf or for the proposed Transferee account or otherwise for the benefit of the Pattern Seller, as applicable, in connection with the Drag Along Sale. Following receipt of the Drag Along Notice, the PSP Seller shall be obligated to purchase sell to the purchaser all of the PSP Seller’s Membership Interest in the Company Shares or Bank Shares owned by at the Companies and the Shareholderssame purchase price per Unit, and (B) copies of all transaction documents relating otherwise on the same terms therefor and subject to the Required Transfersame conditions thereto, as the Pattern Seller.

Drag-Along Rights. (a) In Prior to and including the event occurrence of a proposed bona-fide and arm’s-length IPO, at any time the Xxxxxxx Stockholder, either acting alone or together with one or more additional Stockholders who collectively (with the Xxxxxxx Stockholder) hold more than fifty percent (50%) of the Outstanding Company Common Stock (collectively, the “Dragging Stockholder”) desire(s) or propose(s) (i) a Transfer for value, directly or indirectly, of Outstanding Company Common Stock held by the Dragging Stockholder collectively, constituting all of its Outstanding Company Common Stock, or (ii) a sale of all of the issued assets of the Company and outstanding Company Shares or Bank Shares its Subsidiaries on a consolidated basis, in each case, to any independent third party purchaser (an “Approved Sale”), the Dragging Stockholder shall have the right (the “Drag-Along SharesRight”) held ), by Itaú Parentproviding notice of such Approved Sale to the Company, to require the Company One and each Stockholder to comply with this Section 4.5 with respect to such Approved Sale. Each Stockholder, together with the Company, is hereby obligated to cooperate with, consent to and raise no objections against or, without waiving its rights under this Agreement, assert any claims in connection with such Approved Sale, and each Stockholder is hereby obligated to sell its own Company Common Stock and/or Derivative Securities, as applicable, (i) for its pro rata share based on its equity security ownership of their Permitted Transferees the amounts and consideration set forth in the Company Notice (collectivelyas defined below), and (ii) subject to the limitations set forth in the next paragraph, otherwise on the same terms and subject to the same conditions to which the Dragging Stockholder is subject with respect to its equity securities. In furtherance of the foregoing, each Stockholder acknowledges that no Stockholder shall be entitled to dissenters’ or appraisal rights under any circumstances and such Stockholder waives any such rights as may exist under applicable law, including the DGCL, with respect to an Approved Sale. The Company shall provide each such Stockholder with written notice of any Approved Sale at least thirty days prior to the consummation thereof setting forth in reasonable detail the terms of such Approved Sale, including the number of shares of Company Common Stock or Derivative Securities to be sold (including, in the case of Derivative Securities, the “Dragging Shareholder”) number of underlying shares of Company Common Stock represented thereby), the identity of the prospective transferee(s), its applicable Per Share Drag Price and form of consideration to be paid in respect of the Company Common Stock or Derivative Securities to be Transferred by it in connection with such Approved Sale (which, for the avoidance of doubt, does not involve any Person non pro rata roll over of equity other than an Affiliate of in any Dragging Shareholderde minimis respect), and if at the date on which such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver Approved Sale is proposed to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) written notice be consummated (the “Required Transfer Company Notice”) of such proposed sale (the “Required Transfer”), which notice . The Stockholders shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal not be required to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Sharescomply with, and (iv) shall have no rights under, Section 4.3 and Section 4.4 in connection with any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required TransferApproved Sale.

Drag-Along Rights. (a) In the event of a proposed bona-fide and arm’sarm's-length sale of all of the issued and outstanding Company Shares or Bank Shares (the “"Drag-Along Shares”") held by Itaú Parent, Company One and each of their Permitted Transferees (collectively, the “"Dragging Shareholder”") to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “"Dragged Shareholder”") written notice (the “"Required Transfer Notice”") of such proposed sale (the “"Required Transfer”"), which notice shall state (i) the name of the proposed Transferee, (ii) the proposed purchase price (which shall provide that the aggregate valuation of the Chilean Bank is at least equal to the higher of (x) its Fair Value and (y) the product of the Market Price multiplied by the number of Bank Shares outstanding in each case as of the date of the Required Transfer Notice), (iii) the obligation of the Transferee to purchase all of the Dragged Shareholder Shares, and (iv) any other material terms and conditions of the Required Transfer, including the Required Transfer date (which date may not be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee to purchase all the Company Shares or Bank Shares owned by the Companies and the Shareholders, and (B) copies of all transaction documents relating to the Required Transfer.

Drag-Along Rights. (a) In If at any time the event of a proposed bona-fide and arm’s-length sale of Stockholders propose to sell all of the issued and outstanding Company Shares or Bank Shares (the “Drag-Along Shares”) held by Itaú Parent, Company One and each of their Permitted Transferees (collectivelythem, the “Dragging Shareholder”) to any Person other than an Affiliate of any Dragging Shareholder, and if at such time the Dragged Shareholder shall own less than 10% On An Adjusted Basis of all of the issued and outstanding Bank Shares, then the Dragging Shareholder Stockholders may deliver to Company Two, Corp Group Parent and its Permitted Transferees (collectively, the “Dragged Shareholder”) give written notice (the “Required Transfer "WRITTEN NOTICE") thereof to the Executive. The Written Notice shall specify the buyer or buyers and the time, date, place, sale price for the Company, liquidation analysis (as defined below) and payment terms at and upon which such sale shall take place. Upon the giving of the Written Notice”, the Executive shall be obligated to sell to the buyer or buyers specified in the Written Notice all shares of capital stock owned or controlled by him (including convertible securities, options, and other rights to acquire shares) at the price per share determined as set forth in the liquidation analysis and otherwise on the same terms as those upon which the Stockholders are selling their shares to such buyer or buyers. Upon the receipt of the Written Notice, the Executive shall cause to be surrendered to the Corporation, for delivery to the buyer or buyers upon the closing of such proposed sale (by the “Required Transfer”Stockholders against receipt of appropriate payment therefor, a certificate or certificates evidencing ownership of Executive's shares of capital stock, duly endorsed in blank with all requisite transfer stamps affixed, if any. For purposes of this Section 1(c), which notice the "LIQUIDATION ANALYSIS" shall state (i) the name be a determination of the proposed Transferee, (ii) price per share payable to each stockholder if the proposed Corporation was sold for the aggregate purchase price (which shall provide that proposed by the aggregate valuation of buyer or buyers and the Chilean Bank is at least equal proceeds from such sale were utilized to the higher of pay (x) its Fair Value all creditors of the Corporation, including trade payables and the costs of the sale and (y) thereafter, the product remaining proceeds were distributed to the stockholders of the Market Price multiplied by Corporation as described in the number Amended and Restated Certificate of Bank Shares outstanding in each case as Incorporation. For purposes of the date of the Required Transfer Notice)liquidation analysis, (iiii) the obligation if a holder of the Transferee Preferred Stock would receive more consideration by converting his or its shares of Preferred Stock into shares of Common Stock, then such holder will be presumed to purchase all of the Dragged Shareholder Shares, have converted such shares and (ivii) any other material terms if a holder holds a right to acquire shares of capital stock which are then exercisable and conditions if such holder would receive more consideration upon exercise of such right than the Required Transferexercise price, including the Required Transfer date (which date may not then such holder will be less than thirty (30) days after delivery of the Required Transfer Notice). Such notice shall be accompanied by (A) a written offer from the proposed Transferee presumed to purchase all the Company Shares or Bank Shares owned by the Companies have exercised such right and the Shareholders, and (B) copies of all transaction documents relating to the Required Transferpaid such exercise price.