Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. (a) Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more of the shares of Common Stock it then holds (the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15.

Drag-Along Rights. (a) Subject If (A) the Founder Parties propose to Transfer Founder Offered Shares in an amount equal to the terms and conditions greater of this Section 6, and notwithstanding Section 2(b(1) herein, if the Trust proposes to sell seventy-five percent (75%) or more a number of shares that represents a majority of the Class B Stock then Beneficially Owned by all Founders and their Permitted Transferees or (2) a number of shares that, when taken together with all shares of Common Class B Stock it then holds (previously Transferred to Persons other than Permitted Transferees or the "Drag Sale Shares") Liberty Parties, represents a majority of the Class B Stock Beneficially Owned by the Founders and their Permitted Transferees as of the date hereof, in either case, pursuant to a bona fide unaffiliated third party Founder Offer Notice or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, Founder Offer Notices delivered in accordance with Section 15 herein5, of its good faith intention (B) the Liberty Parties fail to sell purchase such Founder Offered Shares and (C) the shares of Common StockFounder Parties propose to Transfer such Founder Offered Shares to an unaffiliated third party that is not a Permitted Transferee, then the name of the proposed transferee(s) Controlling Principals may deliver a notice (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold ) to the Proposed Transferee by the Holder shall be equal to: C Liberty Parties setting forth (A + Bw) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Class B Stock proposed to be Transferred (which shall be the same as the number of Subject Shares subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (iapplicable Founder Offer Notice), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number price per share at which the shares of such SharesClass B Stock are proposed to be Transferred (which shall be equal to or greater than the price per share set forth in the applicable Founder Offer Notice), and (y) the per share sale price of all Liens and Restrictions to which the shares of Common Class B Stock proposed to be sold by Transferred will be subject, and (z) whether the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed Class B Stock proposed to be given Transferred is to be sold for cash or other consideration and served on the date that other terms of the Holder receives the Drag-Along Notice from the Company in accordance with Section 15proposed Transfer.

Drag-Along Rights. (a) Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more of the shares of Common Stock it then holds (the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- ------ D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15.

Drag-Along Rights. (a) Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more of the shares of Common Stock it then holds (the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15.;

Drag-Along Rights. (a) Subject If Capricorn approves or authorizes a sale or exchange, whether directly or pursuant to a merger, consolidation or otherwise (the terms and conditions "Company Sale"), of at least a majority of the then outstanding Common Stock in a bona fide arm's-length transaction to a third party that is not an Affiliate of Capricorn or of the Company (an "Independent Third Party"), then Capricorn shall have the right, subject to all the provisions of this Section 64.4 (the "Drag- Along Right"), to require each of the other Shareholders to (i) if such Company Sale is structured as a sale of stock, sell, transfer and deliver or cause to be sold, transferred and delivered to such Independent Third Party all shares of Common Stock, and notwithstanding Section 2(b) hereinother options, warrants or rights to subscribe for or purchase Common Stock (the "Other Rights"), owned by them; provided, -------- however, that if the Trust proposes Capricorn agrees to sell seventy-five percent less than all (75%the "Amount") or more of the its ------- shares of Common Stock it then holds (the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchangesuch Independent Third Party, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) each of the common stock other Shareholders shall only be required to sell, transfer and deliver to such Independent Third Party an amount of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled and Other Interests equal to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, and Other Interests, owned by it multiplied by a fraction the name numerator of which is the proposed transferee(s) (Amount and the "Proposed Transferee"), the price and other material terms under denominator of which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number amount of shares of Common Stock subject to the outstandingStock, unexpired portion of the Warrant (if any) belowand Other Interests, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held owned by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and Capricorn or (ii) that portion if such Company Sale is structured as a merger, consolidation or other transaction requiring the consent or approval of the Warrant which Company's shareholders, vote such Shareholder's shares of Voting Stock in favor thereof, and otherwise consent to and raise no objection to such transaction, and waive any dissenters' rights, appraisal rights or similar rights that such Shareholder may have in connection therewith; and, in any such event, except to the Holder would have been required to exercise under extent otherwise provided in subsection (c) of this Section 6 in the absence of the preceding clause (i)4.4, each such other Shareholder shall immediately expire agree to and shall be bound by the same terms, provisions and become void and conditions (including, without limitation, provisions in respect of no valueindemnification) in respect of the Company Sale as are applicable to Capricorn. The Holder provisions of Sections 4.1 through 4.3 hereof, inclusive, shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of not apply to any transactions to which this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 154.4 applies.

Drag-Along Rights. (a) Subject If (1) the Board approves a Sale of the Company or the Company's stockholders receive a tender offer (other than a self tender) with respect to a majority of the terms issued and conditions of this Section 6, outstanding Common Stock and notwithstanding Section 2(b(2) herein, if the Trust proposes to sell seventy-five percent (75%) each Major Stockholder that owns 10% or more of the shares of issued and outstanding Common Stock it then holds (the "Drag votes or consents in writing to such Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company or agrees in writing to so vote or consent or, if applicable, tenders pursuant to such tender offer all (assuming but not less than all) Common Stock of which such Major Stockholder is a Beneficial Owner (any Sale of the execution of all outstanding stock options, stock warrants Company or tender offer that meets the requirements set forth in clauses (1) and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company(2), an “Approved Sale”), then, promptly after the satisfaction of both conditions, Major Stockholders that individually own 10% or more of the issued and outstanding Common Stock at the time of the Board approval, acting jointly with each other such Major Stockholder (or individually if there is no such ultimate parent company, so long as such third party only one Major Stockholder owning 10% or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total issued and outstanding Common Stock or Voting Stock at such time), may issue a written notice to all Other Stockholders stating that the transaction constitutes an Approved Sale and specifying the material terms of such Approved Sale (as defined the “Company Transaction Notice”). From and after the date on which any Other Stockholder is in Section 6(j) below) receipt of the Company Transaction Notice, such Other Stockholder shall vote for (assuming the execution whether at a meeting of all outstanding stock optionsstockholders or by written consent), stock warrants cooperate with and stock raise no objections against, waive any dissenters rights, and conversion appraisal rights or similar rights, not otherwise impede, delay or dispute such Approved Sale and, in the case of all other securities of the Company a tender offer that are convertible to shares of constitutes an Approved Sale, tender their Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent tender offer. In the event that any Other Stockholder fails to comply with the terms of this Section 6. The Shares 2.4(a), such Other Stockholder shall not be entitled to be sold by receive the Holder consideration to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of which he, she or it is entitled until such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15Other Stockholder so complies.

Drag-Along Rights. (a) Subject Notwithstanding anything herein to the terms contrary, but subject to Sections 5.2(a) and conditions 5.6, (i) at any time after the third (3rd) anniversary of this Section 6, and notwithstanding Section 2(b) hereinthe date hereof, if the Trust proposes holders of at least a majority of Common Shares held by the Founder Holdcos and the holders of at least 75% of Series E Shares, approve a Transfer of all Shares held by them or approve a proposed Trade Sale, in each case to sell seventya bona fide third party purchaser and based on a total equity value of the Company of no less than US$1,300,000,000, or (ii) ninety-five percent seven (7597%) or more of all voting power of the shares Company, voting together as a single class on an as-converted basis, approve a Transfer of Common Stock it then holds (the "Drag Sale Shares") all Shares held by them to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin boardpurchaser, or (ii) approve a proposed Trade Sale without any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" requirement in terms of a total consideration, then, in any such event, upon written notice from such Drag-Along Shareholders (as defined in Rules 13d-3 and 13d-5 under the Exchange Act)below) requesting them to do so, directly or indirectly, of more than fifty percent (50%) each of the common stock of the ultimate parent company other shareholders of the Company (assuming the execution of “Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock Shares held by them in favor of such ultimate parent company), proposed Drag-Along Sale and in opposition of any proposal that could reasonably be expected to delay or if there is no impair the consummation of any such ultimate parent company, so long as proposed Drag-Along Sale; (ii) transfer all of their Shares in such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent Drag-Along Sale to such purchaser; (50%iii) of the total outstanding Common Stock or Voting Stock refrain from exercising any dissenters’ rights (as defined including without limitation those set forth in Section 6(j8) or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Drag-Along Sale; and (iv) below) take all actions reasonably necessary to consummate the proposed Drag-Along Sale, including without limitation amending the then existing Restated Articles. All proceeds derived from a Dragged-Along Sale shall be distributed among the holders of the Company (assuming the execution of all outstanding stock options, stock warrants Preferred Shares and stock rights, and conversion of all other securities of the Company that are convertible to shares holders of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, Shares in accordance with Section 15 herein, of its good faith intention the Restated Articles. Notwithstanding any provision to sell the shares of Common Stockcontrary, the name share transfer restrictions of the proposed transferee(s) (the "Proposed Transferee")Section 4 of this Agreement shall not apply to any transfers made pursuant to this Section 5, the price and other material terms under which the sale is proposed to provided that there shall be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("no Drag-Along Notice"), such Sale in the event that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less Preferred Holders other than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with Shareholders (the terms of this Section 6. The “Minority”) shall agree to purchase all Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served Shareholders on the date that same terms as the Holder receives the proposed Drag-Along Sale within 10 Business Days after receipt by the Minority of the Drag Along Notice (as defined below) (the “Minority Purchase Right”), in which case all proceeds derived from such sale shall be distributed among the Company holders of Preferred Shares (other than the Minority exercising the Minority Purchase Right) and holders of Common Shares in accordance with the Restated Articles. The Minority Purchase Right shall be exercised by the Minority in the manner set forth in Sections 5.6 and 5.7 below. For the purpose of this Section 155, as required by the context, (i) the shareholders who have the right to approve a Transfer of Shares or a proposed Trade Sale as set forth above are collectively referred to as the “Drag-Along Shareholders” and such Transfer of all Shares or a proposed Trade Sale each is referred as a “Drag-Along Sale”; and (ii) the purchaser in a Drag-Along Sale shall not be deemed a bona fide third party purchaser if (x) Xiaomi and Kingsoft, individually or in the aggregate, directly or indirectly owns or controls the voting of more than 30% of the total outstanding equity interest in such purchaser, (y) such purchaser directly or indirectly owns or controls the voting of more than 30% of the total outstanding equity interest in Xiaomi or Kingsoft, or (z) there exists a Person that directly or indirectly owns or controls the voting of more than 30% of the total equity interest in both such purchaser and any of Xiaomi and Kingsoft.

Drag-Along Rights. (a) Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more of the shares of Common Stock it then holds (the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- ------ D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value, immediately upon consummation of the transaction that is the subject of the Drag-Along Notice. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15.

Drag-Along Rights. (a) Subject to If the terms and conditions holders of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more at least 70% of the outstanding shares of Common Stock it then holds Preferred Stock, voting together as a single class on an as-converted basis (the "Drag Sale Shares"“Triggering Stockholders”), shall approve in writing or by meeting, as evidenced by a writing reflecting such approval, (i) to a bona fide unaffiliated third party the sale, lease, exchange, license, or parties on an arm's length basis other disposition of all or substantially all of the Corporation’s assets, including, without limitation, the sale or license of all or substantially all of the Corporation’s intellectual property other than the ordinary course, in a single one transaction or a series of related transactions for either (i) cash transactions, which if held directly by the Corporation would constitute all or unrestricted marketable securities that are traded on a U.S. stock exchangesubstantially all of the Corporation’s assets to be followed promptly by the distribution of the proceeds, over the counter or on a bulletin board, or if any; (ii) a merger, tender offer, reorganization, business combination or other transaction as a result of which the holders of the Corporation’s issued and outstanding voting securities immediately before such transaction (including a sale of securities) own or control less than a majority of the voting securities of the continuing or surviving entity immediately after such transaction (other than in connection with an internal restructuring, reorganization or recapitalization of the capital stock of the Corporation where there is no substantial change to the relative ownership percentages of the Corporation’s stockholders or any consideration so long other rights, as applicable to any successor entity or an equity financing in which the third party Corporation is the surviving corporation) or parties that have proposed to purchase (iii) the Drag Sale Shares shall not become acquisition (in one or more transactions) by any Person or Persons acting together or constituting a “group” under Section 13(d) of the "Exchange Act together with any affiliates thereof (other than stockholders as of the date of this Agreement and their respective affiliates) of beneficial owner" ownership (as defined in Rules Rule 13d-3 and 13d-5 under the such Exchange Act)) or control, directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) % of the total outstanding Common Stock or Voting Stock (as defined voting power of all classes of capital stock entitled to vote generally in Section 6(j) below) the election of members of the Company Board (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause clauses (i), (ii) and (iii) collectively referred to as a “Liquidation Transaction”), then the Corporation shall immediately expire provide written notice of such approval (the “Sale Notice”) to the other Stockholders (the “Non-Triggering Stockholders”), which notice shall describe the Liquidation Transaction in reasonable detail, including the proposed time and place of the closing and the consideration to be received by the Corporation and/or its stockholders. Thereafter, each of the Stockholders shall be and become void and of no value. The Holder shall be required to, obligated to and shall: (A) sell, comply with the terms transfer and deliver, or cause to be sold, transferred and delivered, to such third party all of its shares of each class of capital stock of the Drag-Along Notice Corporation in the Liquidation Transaction at the closing thereof on the same terms and for the same consideration as long as it is consistent with the terms of this Section 6. The Shares to be sold that received by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number Triggering Stockholders for shares of such Sharesclass of capital stock (and deliver certificates for such shares at the closing, free and clear of all liens and encumbrances); and (yB) the per share sale price if stockholder approval of the Liquidation Transaction is required, vote all of its shares of Common Stock proposed to be sold by capital stock of the Trust to the Proposed Transferee. The Drag-Along Notice Corporation, or provide an irrevocable proxy (which shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company coupled with an interest) to vote its shares, in accordance with Section 15favor thereof.

Drag-Along Rights. (a) Subject to the terms and conditions other provisions of this Section 6, and notwithstanding Section 2(b) hereinAgreement, if the Trust proposes to sell seventy-five percent (75%holder(s) or more holding at least 77% of the shares Series A Preferred Shares, the holder(s) holding two thirds of Common Stock it the then holds issued and outstanding Series B Preferred Shares, the holder(s) holding two thirds of the then issued and outstanding Series B-1 Preferred Shares, the holder(s) holding a majority of the then-issued and outstanding Series C Preferred Shares, the holder(s) holding two thirds of the then issued and outstanding Series D and Series D-1 Preferred Shares (collectively, the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act“Drag-Along Shareholder”), directly at any time after June 30, 2020 where the Company fails to complete a Qualified IPO or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company shareholders of the Company (assuming other than the execution Series A Investors, the Series B Investors, the Series B-1 Investors, the Series C Investors, the Series D Investors and the Series D-1 Investor) do not agree to the IPO (either by action or omission), approve a sale or transfer of all outstanding stock optionsor part of the assets or Equity Securities of the Company to a third party based on a pre-money valuation of the Company equal to or more than US$900,000,000 (each, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent companya “Drag-Along Sale”), or if there is no then, in any such ultimate parent companyevent, so long as such third party or parties shall not become upon written notice from the "beneficial owner"Drag-Along Shareholder requesting them to do so, directly or indirectly of more than fifty percent (50%) each of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) other shareholders of the Company (assuming the execution of “Dragged Shareholders”) shall vote, or give its written consent with respect to, all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing Equity Securities held by them in favor of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice")Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Drag-Along Sale, such provided that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is Dragged Shareholders who do not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of agree on the Drag-Along Notice Sale shall be obligated to purchase, upon the request by any of the Series A Investors, the Series B Investors, the Series B-1 Investors, the Series C Investors, the Series D and Series D-1 Investor, all of the equity interest held by such Series A Investor, Series B Investor, the Series B-1 Investors, the Series C Investor, the Series D Investors or the Series D-1 Investor, at the same price as long as it is consistent with the terms of this Section 6. The Shares aforesaid third party have offered, and if such dissenting Dragged Shareholder(s) cannot purchase the equity interest to be sold by the Holder to said Series A Investor, Series B Investor, the Proposed Transferee shall be sold to Series B-1 Investors, the Proposed Transferee at a purchase price equal to Series C Investor, the product of (x) Series D Investors or the number of such SharesSeries D-1 Investor immediately, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice he/she/it shall be deemed to be given and served on the date that the Holder receives have agreed to the Drag-Along Notice from Sale and shall take all necessary actions to make the Company in accordance with director appointed by he/she/it (if applicable) to adopt the board resolution approving the Drag-Along Sale. Notwithstanding any provision to the contrary, the share transfer restrictions of Section 159 of this Agreement shall not apply to any transfers made pursuant to this Section 12.

Drag-Along Rights. If stockholders holding at least a majority of the outstanding shares of Series B Preferred Stock and Series C Preferred Stock of the Company, voting together as a single class and on an as-if-converted basis (the “Drag Along Holders”) desire that there be effected (a) Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) any consolidation or more merger of the shares Company with or into any other corporation or other entity or person (or any other corporate reorganization) in which the stockholders of Common Stock it then holds (the "Drag Sale Shares") Company immediately prior to a bona fide unaffiliated third party such consolidation, merger or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchangereorganization, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more will own less than fifty percent (50%) of the common stock voting power of the ultimate parent company surviving entity immediately after such consolidation, merger or reorganization, (b) any other transaction or series of related transactions to which the Company (assuming the execution will be a party in which in excess of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock Company’s voting power is transferred, or Voting Stock (c) any transaction or series of related transactions in which all or substantially all of the assets of the Company are sold, leased, exclusively licensed or otherwise disposed of, whereby each of the transactions referred to above (i) is not with an Affiliate (as defined in Section 6(j) below) of the Company or any Drag-Along Holder and (assuming ii) will result in the execution proceeds and/or consideration payable in respect of all outstanding capital stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares being distributed or paid among the holders of Common Stock or Voting Stockand Preferred Stock in relative amounts (based on the class(es) and/or series of capital stock they own) as if such proceeds and/or consideration had been distributed by the Company in connection with a “Deemed Liquidation Event” (as defined in the Company’s Amended and Restated Certificate of Incorporation as then in effect) (each of the transactions referred to in clauses (a), the Trust (b) and (c), and further limited by clauses (i) and (ii), referred to herein as a “Drag-Along Transaction”), each Key Stockholder shall be entitled vote its Key Stockholder Stock for, consent to provide and otherwise raise no objections to the HolderDrag-Along Transaction. If the Drag-Along Transaction is structured as a consolidation or merger of the Company, at least ten (10) days prior to or a sale of all or substantially all of the closing Company’s assets, each Key Stockholder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such consolidation, merger or asset sale. If the Drag-Along Transaction is structured as a sale of such salethe stock of the Company, written notice, in accordance with Section 15 herein, of its good faith intention each Key Stockholder shall agree to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee its Key Stockholder Stock on the terms and conditions contained therein ("approved by the Drag-Along Notice"Holders; provided, however, that no Key Stockholder shall be obligated in connection with such Drag-Along Transaction (x) to make any representation and warranty other than as to such Key Stockholder’s ownership of the securities and the transfer of title thereof to the transferee, as to such Key Stockholder’s ability to transfer such securities free and clear of all liens and encumbrances (other than liens or encumbrances under the definitive agreement with respect to such Drag-Along Transaction and under this Agreement), such that the total number of Shares to be sold as to the Proposed Transferee by fact that there are no required consents necessary to transfer ownership of such securities and as to such Key Stockholder’s authority to execute the Holder shall be equal to: C applicable definitive agreement and transfer such securities or (A + By) x ----- D where: A = to indemnify the number prospective transferee, its Affiliates or any other Person with respect to an amount in excess of Shares then held by the Holdercash proceeds paid to such Key Stockholder in connection with such Drag-Along Transaction (or, including if less, such Key Stockholder’s pro rata share (based on the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if anyconsideration for the securities of such Key Stockholder to be disposed of) belowof the amount due as a result of such indemnification); and any indemnity given by any Key Stockholder shall be several and not joint and no Key Stockholder shall be required to execute a non-compete, after taking into account the exercise required non-solicitation, or other restrictive covenant of any kind in connection with such Drag-Along Transaction other than a customary covenant with respect to the Required Exercise Shares (but excluding any portion protection of confidential or proprietary information. Subject to the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; foregoing, each Key Stockholder shall take all necessary and D = the total number of shares of Common Stock then held desirable actions approved by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, Drag-Along Holders in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms consummation of the Drag-Along Notice Transaction, including executing such agreements and instruments and taking such other actions as long as it is consistent with may be necessary to provide the terms representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Drag-Along Transaction. For the purposes of this Section 6. The Shares 7, an “Affiliate” shall mean, with respect to be sold any individual, corporation, partnership, association, trust, or any other entity (in each case, a “Person”), any Person which, directly or indirectly, controls, is controlled by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number or is under common control with such Person, including, without limitation, any general partner, officer or director of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15Person.

Drag-Along Rights. (a) Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more of the shares of Common Stock it then holds (the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15.:

Drag-Along Rights. (a) Subject Notwithstanding anything herein to the terms contrary, but subject to Sections 5.2(a) and conditions 5.6, (i) at any time after the third (3rd) anniversary of this Section 6, and notwithstanding Section 2(b) hereinthe date hereof, if the Trust proposes holders of at least a majority of Common Shares held by the Founder Holdcos and the holders of at least 75% of Series E Shares, approve a Transfer of all Shares held by them or approve a proposed Trade Sale, in each case to sell seventya bona fide third party purchaser and based on a total equity value of the Company of no less than US$1,300,000,000, or (ii) ninety-five percent seven (7597%) or more of all voting power of the shares Company, voting together as a single class on an as-converted basis, approve a Transfer of Common Stock it then holds (the "Drag Sale Shares") all Shares held by them to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin boardpurchaser, or (ii) approve a proposed Trade Sale without any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" requirement in terms of a total consideration, then, in any such event, upon written notice from such Drag-Along Shareholders (as defined in Rules 13d-3 and 13d-5 under the Exchange Act)below) requesting them to do so, directly or indirectly, of more than fifty percent (50%) each of the common stock of the ultimate parent company other shareholders of the Company (assuming the execution of “Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock Shares held by them in favor of such ultimate parent company), proposed Drag-Along Sale and in opposition of any proposal that could reasonably be expected to delay or if there is no impair the consummation of any such ultimate parent company, so long as proposed Drag-Along Sale; (ii) transfer all of their Shares in such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent Drag-Along Sale to such purchaser; (50%iii) of the total outstanding Common Stock or Voting Stock refrain from exercising any dissenters’ rights (as defined including without limitation those set forth in Section 6(j8) or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Drag-Along Sale; and (iv) below) take all actions reasonably necessary to consummate the proposed Drag-Along Sale, including without limitation amending the then existing Restated Articles. All proceeds derived from a Dragged-Along Sale shall be distributed among the holders of the Company (assuming the execution of all outstanding stock options, stock warrants Preferred Shares and stock rights, and conversion of all other securities of the Company that are convertible to shares holders of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, Shares in accordance with Section 15 herein, of its good faith intention the Restated Articles. Notwithstanding any provision to sell the shares of Common Stockcontrary, the name share transfer restrictions of the proposed transferee(s) (the "Proposed Transferee")Section 4 of this Agreement shall not apply to any transfers made pursuant to this Section 5, the price and other material terms under which the sale is proposed to provided that there shall be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("no Drag-Along Notice"), such Sale in the event that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less Preferred Holders other than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with Shareholders (the terms of this Section 6. The “Minority”) shall agree to purchase all Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served Shareholders on the date that same terms as the Holder receives the proposed Drag-Along Sale within 10 Business Days after receipt by the Minority of the Drag Along Notice (as defined below) (the “Minority Purchase Right”), in which case all proceeds derived from such sale shall be distributed among the Company holders of Preferred Shares (other than the Minority exercising the Minority Purchase Right) and holders of Common Shares in accordance with the Restated Articles. The Minority Purchase Right shall be exercised by the Minority in the manner set forth in Sections 5.6 and 5.7 below. For the purpose of this Section 155, as required by the context, (i) the shareholders who have the right to approve a Transfer of Shares or a proposed Trade Sale as set forth above are collectively referred to as the “Drag-Along Shareholders” and such Transfer of all Shares or a proposed Trade Sale each is referred as a “Drag-Along Sale”; and (ii) the purchaser in a Drag-Along Sale shall not be deemed a bona fide third party purchaser if (x) the Series E Investor, individually or in the aggregate, directly or indirectly owns or controls the voting of more than 30% of the total outstanding equity interest in such purchaser, (y) such purchaser directly or indirectly owns or controls the voting of more than 30% of the total outstanding equity interest in any Series E Holder, or (z) there exists a Person that directly or indirectly owns or controls the voting of more than 30% of the total equity interest in both such purchaser and any Series E Holder.

Drag-Along Rights. (a) Subject to In the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) event that one or more Stockholders (the “Dragging Stockholders”) collectively holding at least a majority in interest in the aggregate of the issued and outstanding shares of Common Stock it then holds of the Company receive an offer from a Third Party Purchaser (the "Drag Sale Shares"a “Drag-Along Purchaser”) to a bona fide unaffiliated third party purchase or parties on an arm's length basis otherwise acquire in a single transaction (or a series of related transactions for either transactions) at least a majority of the issued and outstanding shares of Common Stock of the Company (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), whether directly or indirectly, including for the avoidance of more than fifty percent (50%) doubt, through a Transfer, including through support of a merger, consolidation, or other business combination, of the common stock direct or indirect Equity Securities of any or all of the ultimate parent company of the Company Stockholders) (assuming the execution of all outstanding stock optionssuch transaction, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent companya “Drag-Along Sale”), or if there is no such ultimate parent company, so long as such third party or parties then the Dragging Stockholders shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible provide written notice to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, each Stockholder at least ten thirty (1030) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name proposed effective date of the proposed transferee(s) Drag-Along Sale (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("“Drag-Along Notice"), such ”) which notice shall set forth that the total number Drag-Along Purchaser has been informed of Shares the provisions of this Section 5.03 and has agreed to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holderconsummate a Drag-Along Sale, including the Required Exercise Shares; B = the number of shares of Common Stock subject (the “Drag-Along Stock”) proposed to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to dragbe acquired in such proposed Drag-along rights pursuant to Section 6(f) below); C = the number of Drag Along Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, Drag-Along Purchaser (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (iwhere applicable), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms identity of the Drag-Along Notice as long as it is consistent with Purchaser, the terms amount and type of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock consideration proposed to be sold by the Trust to the Proposed Transferee. The paid per share of Drag-Along Notice shall be deemed to be given and served on Stock, the proposed closing date that the Holder receives the of such proposed Drag-Along Notice from Sale and any other material terms and conditions of such proposed Drag-Along Sale (the Company in accordance with Section 15“Drag-Along Terms”).

Drag-Along Rights. (a) Subject to the terms Sections 4.02(g), 4.02(h), 4.02(i) and conditions of this Section 6, and notwithstanding Section 2(b) herein4.03, if Equinix (the Trust “Drag-Along Seller”) proposes to sell seventy-five percent (75%) or more of the shares of Common Stock it then holds (the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis Transfer, in a single transaction or a series of related transactions for either transactions, all of its Shares to a Third Party (the “Drag-Along Sale”), the Drag-Along Seller may at its option (the “Drag-Along Rights”) require RW FIP, and RW FIP shall: (i) cash Transfer all, but not less than all, of its Company Securities to such Third Party (the “Drag-Along Transferee”) (and not exercise any dissenters’ or unrestricted marketable securities appraisal rights that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or otherwise may be available to any such Shareholder under applicable law) and (ii) if applicable, provide written notice to the Company and to the Drag-Along Seller (the “Derivative Company Securities Exercise Notice”), pursuant to which RW FIP shall irrevocably commit and agree (A) to pay any and all amounts necessary to exercise, convert or exchange any securities convertible into or exchangeable for Common Stock and any options, warrants or other rights to acquire Common Stock (the “Derivative Company Securities”) into Shares and to deliver any notices or documents as are required to effect any such exercise, conversion or exchange, (B) to surrender any such Derivative Company Securities for termination without any consideration so long as the third party for such termination or parties that have proposed (C) to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 irrevocably cancel and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible terminate any right to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding acquire Common Stock or Voting to convert any security into Common Stock (as defined including, without limitation, the termination of any right applicable to any debt security to convert such security in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of whole or in part into Common Stock or Voting Stock), in each case in order to effect the Trust shall be entitled action set forth in clauses (A)-(C), as applicable, concurrently with the Drag-Along Sale (a “Derivative Company Securities Exercise”). If such Shareholder holds any Derivative Company Security and fails to provide to deliver a Derivative Company Securities Exercise Notice no later than the Holder, at least ten (10) days fifth Business Day prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice")Sale, such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trustthen, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Pricelast sentence of this Section 4.02, (ix) such Shareholder shall be deemed to have elected to irrevocably terminate and cancel its right to acquire Shares or to convert any security into Common Stock and shall cease to have any right to effect a Derivative Company Securities Exercise with respect to any of its Derivative Company Securities, (y) the Holder Third Party purchaser shall not be required to exercise purchase any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained issuable upon any Derivative Company Securities Exercise by such exerciseShareholder, in connection with the proposed sale and (iiz) that portion of upon the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms consummation of the Drag-Along Sale, all such Derivative Company Securities (or, if applicable, the right applicable to any debt security to convert such security in whole or part into Common Stock) shall terminate automatically and without any further action by any Person. If the Drag-Along Sale is not consummated with respect to any Shares acquired upon the Derivative Company Securities Exercise, then (I) any Derivative Company Securities Exercise Notice as long as it is consistent with delivered pursuant to the terms first sentence of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x4.02(a) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given rescinded and served on shall have no force and effect, and (II) the date that the Holder receives the Drag-Along Notice from the right of such Shareholder to effect Derivative Company Securities Exercises in accordance with Section 15the terms of its Derivative Company Securities and the terms hereof shall be automatically restored without any further action by any Person.

Drag-Along Rights. (a) Subject to the terms and conditions of this Section 63.2, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more of the shares of Common Stock it then holds (the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over Stockholders beneficially owning (within the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and meaning of Rule 13d-5 under of the Exchange Act), directly or indirectly, of more than ) at least fifty percent (50%) of the common stock of the ultimate parent company of the outstanding Company Shares (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as Blackstone is included in such group) or (ii) H&F (in the event that it has exercised its H&F Liquidity Rights) may approve a Sale Transaction (which, for the avoidance of doubt, may be in one or a series of related transactions and/or in the form of a merger, consolidation, stock and/or asset purchase or any other form) to a third party that is not an Affiliate or portfolio company of such Stockholders (a “Drag-Along Transfer” and such purchaser, the “Drag-Along Buyer”). In connection with such Drag Along Transfer, the party or parties shall not become approving such Drag Along Transfer (each such party, an “Initiating Party”) may exercise drag-along rights with respect to all other Stockholders in accordance with the "beneficial owner"terms, directly or indirectly conditions and procedures set forth herein; provided, that the rights of more than Stockholders beneficially owning (within the meaning of Rule 13d-5 of the Exchange Act) at least fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible Shares to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or initiate a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder Transfer shall be equal to: C tolled (A + Band no Stockholder (other than H&F) x ----- D where: A = may exercise its rights to initiate a Drag-Along Transfer) for a period of up to six (6) months from and after delivery by H&F of any written request exercising the number H&F Liquidity Rights; provided, that such six (6) month period shall automatically be extended (x) if the Company has filed a Registration Statement on Form S-1 (or similar form) with the SEC and is seeking to effect an IPO, until the consummation or abandonment of Shares then held by the Holdersuch IPO, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant or (y) if any) below, after taking into account the exercise required a definitive agreement with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag a Sale Shares; and D = the total number of shares of Common Stock then held Transaction has been entered into by the TrustCompany and such transaction remains pending, subject to until the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number consummation or abandonment of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15transaction.

Drag-Along Rights. (a) Subject If Apollo approves or authorizes a sale or exchange, whether directly or pursuant to a merger, consolidation or otherwise (the terms and conditions "Company Sale"), of at least a majority of the then outstanding Common Stock in a bona fide arm's-length transaction to a third party that is not an Affiliate of Apollo or of the Company (an "Independent Third Party"), then Apollo shall have the right, subject to all the provisions of this Section 64.1 (the "Drag-Along Right"), and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more require each of the other Shareholders to (i) if such Company Sale is structured as a sale of stock, sell, transfer and deliver or cause to be sold, transferred and delivered to such Independent Third Party all shares of Common Stock it then holds (the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, owned by them or (ii) if such Company Sale is structured as a merger, consolidation or other transaction requiring the consent or approval of the Company's shareholders, vote such Shareholder's shares of Voting Stock in favor thereof, and otherwise consent to and raise no objection to such transaction, and waive any consideration so long as dissenters' rights, appraisal rights or similar rights that such Shareholder may have in connection therewith; and, in any such event, except to the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" extent otherwise provided in subsection (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%c) of this Section 4.1, each such other Shareholder shall agree to and shall be bound by the common stock same terms, provisions and conditions (including, without limitation, provisions in respect of the ultimate parent company indemnification) in respect of the Company Sale as are applicable to Apollo. (assuming the execution of all outstanding stock optionsb) If Apollo desires to exercise Drag-Along Rights, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties it shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide give written notice to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) other Shareholders (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice") of the Company Sale, setting forth the name and address of the transferee, the date on which such transaction is proposed to be consummated (which shall be not less than 30 days after the date such Drag-Along Notice is given), and the proposed amount and form of consideration and terms and conditions of payment offered by such that transferee, including, without limitation, the total number material terms of Shares any debt or equity securities proposed to be sold included as part of such consideration, identifying the issuer or issuers thereof. (c) The obligations of the Shareholders in respect of a Company Sale under this Section 4.1 are subject to the Proposed Transferee by satisfaction of the Holder following conditions: (i) upon the consummation of the Company Sale, the same form of consideration and the same portion of the aggregate consideration realized upon such Company Sale shall be equal to: C paid or distributed in respect of each share of Common Stock then issued and outstanding; (A + Bii) x ----- D where: A = if any Shareholder is given an option as to the number form and amount of Shares consideration to be received, each Shareholder will be given the same option; and (iii) each Shareholder who holds then held by the Holder, including the Required Exercise Shares; B = the number of currently exercisable rights to acquire shares of Common Stock subject will be given a reasonable opportunity to exercise such rights prior to the outstanding, unexpired portion consummation of the Warrant Company Sale and thereby to participate in such sale as a holder of such Common Stock. (if anyd) below, after taking into account the exercise required with respect Notwithstanding anything else in this Agreement to the Required Exercise Shares (but excluding any portion of contrary, the Warrant that is not subject to drag-along rights pursuant to provided in this Section 6(f) below); C = 4.1 shall terminate when the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at listed on a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served national stock exchange or quoted on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Nasdaq National Market and has a public float of $100 million or more. Section 154.2.

Drag-Along Rights. (a) Subject If any Stockholder, or two (2) or more Stockholders acting in concert with respect to the Transfer of their shares of Common Stock, and such Stockholder’s or Stockholders’ respective Affiliates (the “Selling Stockholder(s)”) that collectively own at least 50.0% of the then issued and outstanding shares of Common Stock (calculated on a fully diluted basis and including all issued and outstanding Common Stock Equivalents on an as-converted, as-exercised, and as-exchanged basis) receives a bona fide offer from a third party (excluding the Company and its Subsidiaries, the Stockholders, and the Affiliates of each of them) (a “Third Party”) to purchase all or substantially all of the outstanding shares of Common Stock (whether pursuant to a sale of stock, a merger or otherwise) or all or substantially all of the assets of the Company, and such offer is accepted by the Selling Stockholder(s) (the “Drag-Along Transaction”), then each Stockholder hereby agrees that, if requested to do so by such Selling Stockholder(s) pursuant to a Drag-Along Notice, it will Transfer all of its shares of Common Stock (and any Common Stock Equivalents subject to the requirements described in Section 4.7(b) below) to such Third Party at the same price per share and upon the same terms and conditions (including time of this Section 6payment, form of consideration or option to elect form of consideration) so accepted by the Selling Stockholder(s), except that no Stockholder shall be required to make any representations or warranties (except, in the definitive agreement with respect to the Drag-Along Transaction, as to ownership of its Common Stock and as to due authorization, enforceability and no conflicts with respect to such Stockholder), or bear any costs or expenses in connection with such Drag-Along Transaction (all of which shall be borne by the Selling Stockholders), or agree to any indemnity other than, in the definitive agreement with respect to the Drag-Along Transaction, solely with respect to breach of its own representations or warranties or, on a several, but not joint, pro rata basis with all other Stockholders (based on the proceeds received by each in the transaction), with respect to any breach of the representations and warranties with respect to the Company and in any event such liability of each such Stockholder not to exceed such Stockholder’s pro rata portion of the proceeds of the sale actually paid to all Stockholders, and notwithstanding Section 2(bthe sole source of recovery for such liability shall be from an escrow, holdback or similar arrangement and not directly from such Stockholders. As a condition to the exercise of the rights of the Selling Stockholder(s) with respect to a Drag-Along Transaction as set forth herein, if the Trust proposes Selling Stockholder(s) desires to sell seventyaccept such Drag-five percent (75%) or more of Along Transaction and desires that the other Stockholders Transfer their shares of Common Stock it then holds (in the "Drag Sale Shares"Drag-Along Transaction, such Selling Stockholder(s) shall give written notice to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) all other Stockholders of the common stock of the ultimate parent company of the Company proposed Drag-Along Transaction (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%“Drag-Along Notice”) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to entering into a binding agreement with respect to such Drag-Along Transaction with a Third Party. A Drag-Along Notice shall specify the closing name and address of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common StockThird Party, the name form and amount of consideration to be paid to the proposed transferee(s) (the "Proposed Transferee"), the price Stockholders and any other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed TransfereeTransaction. The Drag-Along Notice shall be deemed to may, at the election of the Selling Stockholder(s), be given and served on the date that the Holder receives the Drag-Along Notice from to the Company in accordance with Section 15which shall, on behalf of the Selling Stockholder(s), give such notice to the other Stockholders.

Drag-Along Rights. Until the first sale of stock of the Company pursuant to a Qualified Public Offering, if any Person offers to acquire all or substantially all of the assets or business of the Company by merger, sale of assets, sale of stock or otherwise (a) Subject except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold immediately following such merger or consolidation more than 50% by voting power of the terms and conditions capital stock of this Section 6the surviving corporation), and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more of the shares of Common Stock it then holds (the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single such transaction or a series of related transactions for either is approved by (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchangethe Board of Directors, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, holders of more than fifty percent (50%) a majority of the common stock then outstanding Series A-1 Stock, Series B Stock and Series C Stock, voting together as a separate class, consent in writing (including by means of a proxy or shareholder consent voting in favor of such transaction) and (iii) the holders of a majority of the ultimate parent company of the Company (assuming the execution of all then outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, voting as a separate class, consent in writing (including by means of a proxy or shareholder consent voting in favor of such transaction), then all parties hereto and all transferees and assignees thereof who have not yet consented (together, the name “Drag Along Holders”) shall be obligated to (a) vote all of such Drag Along Holders’ shares in favor of such a transaction, to the extent any such vote is required for the consummation of the proposed transferee(stransaction, (b) sell, transfer or exchange all of such Drag Along Holders’ shares in connection with such transaction on the same terms as those consented to by the shareholders of the Company (with appropriate adjustment to reflect the "Proposed Transferee"conversion of convertible securities and the preference and priorities of any preferred stock of the Company), the price and (c) execute and deliver such instruments of conveyance and transfer and take such other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares")action, as well as a certain number of the Shares then held may be reasonably required by the Holder Company in order to the Proposed Transferee on carry out the terms and conditions contained therein ("Drag-Along Notice")provisions of this Section 5; provided, such however, that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion holders of the Warrant that is not subject to drag-along rights pursuant to Series C Stock, this Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder 5 shall not be required construed to exercise any portion be a waiver of such holders’ rights under the Company’s Amended and Restated Articles of Incorporation to have at least a majority of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and then outstanding Series C Stock (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice voting together as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15.separate

Drag-Along Rights. In the event that a Drag-Along Person approves a proposed Trade Sale to a third party (aa “Drag-Along Transaction”), upon written notice from the Drag-Along Person requesting them to do so, each shareholder of the Company shall (i) Subject vote or give his or its written consent with respect to all the terms and conditions of this Section 6Shares held by him or it, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more cause any director of the Company appointed by him or it to vote, in favor of such proposed Drag-Along Transaction and in opposition of any proposal that would reasonably be expected to delay or impair the consummation of any such proposed Drag-Along Transaction; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Drag-Along Transaction; (iii) transfer such percentage of securities agreed by the Drag-Along Persons on the same terms as the Drag-Along Persons in the event that a proposed Drag-Along Transaction is structured as a share transfer; and (iv) take all actions reasonably necessary to consummate the proposed Drag-Along Transaction. A “Drag-Along Person” means the Purchaser (or any of its Affiliates that is a shareholder of the Company), so long as the Purchaser and its Affiliates together hold a majority of the issued and outstanding shares of Common Stock it then holds the Company. “Trade Sale” means (the "Drag Sale Shares"i) to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (iincluding any consolidation, amalgamation, scheme of arrangement or merger of the Company with or into any other Person or other corporate reorganization) cash or unrestricted marketable securities that are traded on in which a U.S. stock exchange, over the counter or on a bulletin boardPerson, or a group of Persons, acquires any Equity Securities of the Company such that, immediately after such transaction or series of related transactions, such Person or group of related Persons (iia) any consideration so long as holds Equity Securities of the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than Company representing at least fifty percent (50%) of the common stock of the ultimate parent company outstanding voting power of the Company or (assuming b) otherwise acquires Control of the execution Company, (ii) a sale, Transfer, lease or other disposition of all outstanding stock options, stock warrants and stock rights, and conversion of or substantially all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) assets of the Company Group Companies taken as a whole (assuming the execution or any series of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of related transactions resulting in such sale, written noticeTransfer, in accordance with Section 15 herein, lease or other disposition of its good faith intention to sell the shares of Common Stock, the name all or substantially all of the proposed transferee(sassets of the Group Companies taken as a whole) to a Person or a group of Persons, or (iii) the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise exclusive licensing of all or a portion substantially all of intellectual properties of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well Group Companies taken as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15whole.

Drag-Along Rights. (a) Subject to If the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust Primary Investor proposes to sell seventy-five percent (75%) or in ----------------- the aggregate more than 80% of the shares of Common Stock it then holds hold by the Primary Investor (the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in (a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed TransfereeThird Party"), then the price and other material terms under which ----------- ----------- Primary Investor shall have the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trustright, subject to the limitation that if provisions of this Article IV, to require the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order Minority Stockholders to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (iia "Required Sale") that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence case ------------- of each Minority Investor, the preceding clause same percentage of Common Stock (i), shall immediately expire and shall including Common Stock that may be and become void and acquired upon exercise or conversion of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as outstanding securities) held by it that is consistent with the terms of this Section 6. The Shares proposed to be sold by the Holder Primary Investor. In the event this Section 4.1 is invoked, the Primary investor shall deliver written notice (the "Required Sale Notice") to the Proposed Transferee Minority investors; provided, -------------------- -------- however, that no Minority Investor (a) shall be sold obligated to participate in any ------- Required Sale unless it is provided an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to it, to the Proposed Transferee at a purchase price equal effect that the Required Sale is not in violation of applicable federal or state securities laws and does not require any consent or approval of any governmental authority or agency that has not been obtained or waived or will not be obtained or waived prior to the product closing; (b) will be required to make any representation, covenant or warranty in connection with a Required Sale other than as to its ownership and authority to sell, free of (x) the number of such Sharesliens, claims and (y) the per share sale price of encumbrances, the shares of Common Stock proposed to be sold by it; (c) will be required to participate in a Required Sale if the Trust terms of the Required Sale do not provide for several, and not joint, liability with respect to the Proposed Transferee. The Drag-Along Notice indemnification and comparable obligations made pursuant to such Required Sale; or (d) shall be deemed obligated to be given and served on participate in any Required Sale in which the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15consideration consists of anything other than cash.

Drag-Along Rights. 4.1 Notwithstanding anything to the contrary in this Agreement or otherwise (aincluding, without limitation, any special voting rights of the holders of shares of Series A, Series B or Series C-1 Preferred Stock set forth in the Restated Articles, beginning eighteen (18) months after the first closing under the Series C/C-1 Agreement (the “Initial Series C Closing”), if Investors and their affiliates (other than MPM and its affiliates and their transferees) holding a majority of the outstanding shares of Series C Preferred Stock (excluding shares of Series C-1 Preferred Stock), voting as a separate class (the “Dragging Stockholders”), approve a sale of greater than 90% of the Company’s outstanding shares of capital stock, on an as-converted basis, whether by way of merger, consolidation, sale of stock, or otherwise, or the sale of all or substantially all of the assets of the Company to a bona fide third party purchaser (an “Approved Sale”), then the Dragging Stockholders may require (the “Drag Along Right”) each other Investor and each Founder (solely in its capacity as a shareholder of the Company) (each a “Non-Participating Stockholder”) to sell, or cause to be sold, all shares of the Company’s capital stock held by such Non-Participating Stockholder in the Approved Sale; provided that, to the extent such Drag Along Right is being exercised prior to the date that is thirty-six (36) months following the Initial Series C Closing, the Non-Participating Stockholders’ obligations under this Section 4 shall be contingent on the Company’s Board of Directors approving the terms of such Approved Sale. Without limiting the foregoing, in the event the Dragging Stockholders are exercising the Drag Along Right pursuant to and in accordance with the terms and conditions set forth in the immediately preceding sentence, the Dragging Stockholders may require the Non-Participating Stockholders to consent to, vote in favor of, and raise no objection against, such Approved Sale, and, as applicable, if such Approved Sale is structured as a merger or consolidation, or a sale of all or substantially all of the assets of the Company, waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale. Subject to Section 4.2 below, the terms and conditions of this Section 6, any such Approved Sale applicable to the Series C Preferred Stock and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more of the shares of Common Series C-1 Preferred Stock it then holds (the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, identical in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other all material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15respects.

Drag-Along Rights. (a) Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more of the shares of Common Stock it then holds (the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15.

Drag-Along Rights. If (ai) Subject to either of the terms Majority Stockholders and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent its Permitted Transferees (75%as defined below) or more of (ii) the shares of Common Stock it then holds Majority Stockholders and their Permitted Transferees (in either such case, collectively, the "Drag Sale Shares") “Selling Stockholder”), desire to a bona fide unaffiliated third party dispose, directly or parties on an arm's length basis indirectly, in a single transaction or a series of related transactions for either transactions, of (ix) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, all of their interest in Alltel or (iiy) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty at least twenty-five percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all issued and outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, securities representing at least ten (10) days prior to twenty-five percent of the closing voting power of such sale, written noticeAlltel, in accordance with Section 15 herein, of its either case to a good faith intention to sell the shares of Common Stockpurchaser (a “Purchaser”) (other than any other investment partnership, the name limited liability company or other entity established for investment purposes and controlled by one or more of the proposed transferee(s) (members or the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion principals of the WarrantMajority Stockholders, if any portion remains outstanding a “Permitted Transferee”) and unexpired hereunder, and such Purchaser desires to sell the Shares obtained through acquire such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the interest upon such terms and conditions contained therein as agreed to with the Selling Stockholder, each Management Stockholder ("Drag-Along Notice")and his or her Transferee, such that the total number collectively) agrees to sell a portion (including all) of his or her Shares equal to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held owned by such Management Stockholder (and his or her Transferee) multiplied by a fraction, the Holder, including numerator of which is the Required Exercise Shares; B = the aggregate number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold transferred by the Trust Selling Stockholder, and the denominator of which is the aggregate number of shares of Common Stock held by the Selling Stockholder, 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 pursuant to the Proposed same terms and conditions with respect to payment for the shares of Common Stock as agreed to by the Selling Stockholder. In such case, the Selling Stockholder shall give written notice of such sale to each Management Stockholder (and his or her Transferee. The Drag-Along Notice shall be deemed ) at least fifteen (15) days prior to the consummation of such sale, setting forth (i) the consideration to be given received in the transaction, (ii) the identity of the Purchaser, (iii) any other material items and served on conditions of the proposed transfer and (iv) the date that of the Holder receives the Drag-Along Notice from the Company in accordance with Section 15proposed transfer.

Drag-Along Rights. (a) Subject Within five (5) days after the receipt by the Company of a Drag-Along Notice, the Company shall forward such Drag-Along Notice to the terms and conditions of this Section 6Members. Each Member shall, and notwithstanding Section 2(bshall cause each of its Affiliates to, cooperate in connection with the Drag-Along Sale and take all steps reasonably necessary or reasonably requested by Holdco, the Company, and the Drag-Along Purchaser to cancel the Holdco Class B Units in accordance with the Holdco Agreement and otherwise consummate the Drag-Along Sale on the Drag-Along Terms (including by waiving any appraisal or dissenter’s rights that may exist under any applicable law, voting for or consenting to any merger, consolidation, sale of assets or similar transaction, executing any purchase agreements, merger agreements, escrow agreements or related documents, including instruments of Transfer and providing customary several, but not joint, representations, warranties and indemnities concerning such Member’s valid ownership of its Class B Units, free and clear of all Liens and encumbrances (other than those arising under applicable securities laws or in connection with the Drag-Along Sale) hereinand such Member’s authority, if power, and right to enter into and consummate agreements relating to such transactions without violating any applicable law or other agreement; provided, however, that such agreements, documents or instruments shall not contain any non-competition or similar restrictive covenants. Without limiting the Trust proposes to sell seventy-five percent (75%) or more generality of the shares immediately preceding sentence, each Member shall, subject to the provisions of Common Stock it then holds any definitive agreement (including any limitations on indemnification set forth therein) entered into in connection with a Drag-Along Sale, indemnify, defend and hold harmless the "Drag Drag-Along Purchaser in any Drag-Along Sale, pro rata in accordance with the amount of consideration received by such Member in connection with such Drag-Along Sale Shares"as a proportion of the aggregate amount of consideration received by all Members together with all members of Holdco (excluding the Company) to a bona fide unaffiliated third party in connection with such Drag-Along Sale, from and against any losses, damages and liabilities arising from or parties on an arm's length basis in a single transaction or a series of related transactions for either connection with (i) cash any breach of any representation, warranty, covenant or unrestricted marketable securities that are traded on a U.S. stock exchangeagreement of Holdco or the Company in connection with such Drag-Along Sale, over the counter or on a bulletin board, or and (ii) any consideration so long as other indemnification obligation in connection with such Drag-Along Sale relating to the third party business or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company potential liabilities of the Company or Holdco and its Subsidiaries; provided, that (assuming the execution of all outstanding stock options, stock warrants A) such indemnification obligation shall be several and stock rightsnot joint, and conversion of all other securities that are convertible to shares of common stock (B) the aggregate maximum amount of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties indemnification obligation shall not become exceed the "beneficial owner", directly or indirectly amount of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined consideration received by such Member in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of connection with such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15Sale.

Drag-Along Rights. (a) Subject If Beacon, as long as it holds at least the Pre-IPO Threshold (the "Drag-Along Initiator"), determines to Transfer or exchange (in a business combination or otherwise) in one or a series of bona fide arms-length transactions (collectively, the terms "Drag-Along Transaction") to an unrelated and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more unaffiliated third party all of the shares of Common Stock it then holds (held by the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchangeDrag-Along Initiator, over then, upon 30 days written notice from the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide Drag-Along Initiator to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name other Shareholders that shall include reasonable details of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holdertransaction, including the Required Exercise Shares; B = proposed time and place of closing and the number of shares of Common Stock subject consideration to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held be received by the TrustShareholders, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and each other Shareholder shall be and become void and of no value. The Holder shall be required obligated to, and shall, comply sell, Transfer and deliver, or cause to be sold, Transferred and delivered, to such third party, all of his shares of Stock in the same transaction at the closing thereof (and will deliver certificates for all of his shares of Stock at the closing, free and clear of all liens, claims, or encumbrances) and the consideration paid in such transaction shall first be applied to pay the liquidation value of all outstanding Preferred Stock in accordance with the terms thereof and then pro rata among all holders of Stock on an as converted basis; provided, however, that if within 30 days of receipt of a notice from the Drag-Along Initiator as provided in this Section 8, the Company irrevocably commits, in writing, either (i) to use its best efforts to complete a Qualified IPO or (ii) to purchase all of the shares of Stock of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at Initiator for a purchase price cash amount equal to the product Drag-Along Value (as defined below) and the Company demonstrates to the satisfaction of the Drag-Along Initiator that the Company will be able to complete such purchase, then the closing of the Drag-Along Transaction shall be suspended until the earlier of (x) 120 days after the number of such Shares, and Company so commits or (y) the per share sale price of date the shares of Common Stock proposed Company determines that it will be unable to be sold by complete the Trust Qualified IPO within such 120-day period. If the Company fails to either (A) complete the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives Qualified IPO within 120 days or (B) purchase the Drag-Along Notice from Initiator's shares at the Company Drag-Along Value, the Drag-Along Initiator shall have the right to compel the Shareholders to satisfy the general provisions of this Section 8 in accordance with order to consummate the Drag-Along Transaction without further delay. As used in this Section 15.8, "

Drag-Along Rights. (a) Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more of the shares of Common Stock it then holds (the "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value, immediately upon consummation of the transaction that is the subject of the Drag-Along Notice. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15.

Drag-Along Rights. (a) Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more of the shares of Common Stock it then holds (the "“Drag Sale Shares"”) to a bona fide unaffiliated third party or parties on an arm's ’s length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "“beneficial owner" ” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "“beneficial owner"”, directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "“Proposed Transferee"”), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "“Required Exercise Shares"”), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("“Drag-Along Notice"”), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D C where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15.;

Drag-Along Rights. (a) Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (75%) or more of the shares of Common Stock it then holds (the "“Drag Sale Shares"”) to a bona fide unaffiliated third party or parties on an arm's ’s length basis in a single transaction or a series of related transactions for either (i) cash or unrestricted marketable securities that are traded on a U.S. stock exchange, over the counter or on a bulletin board, or (ii) any consideration so long as the third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "“beneficial owner" ” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the "“beneficial owner"”, directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to provide to the Holder, at least ten (10) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "“Proposed Transferee"”), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "“Required Exercise Shares"”), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("“Drag-Along Notice"”), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- C D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be sold by the Trust to the Proposed Transferee. The Drag-Along Notice shall be deemed to be given and served on the date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15.: