Common use of Drag Along Right Clause in Contracts

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect event the holders of a Third Party Salemajority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, thento any non-Affiliate(s) of the Company or any of the Majority Shareholders, upon or to cause the demand Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any Selling Fortress Entity participating in such Third Party Sale of the Majority Shareholders (in each such entity’s sole discretioncase, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), such Holder the Optionee, including any Permitted Transferees, shall sell be obligated to and shall upon the written request of the Majority Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the respective Third Party the number of whole Holder’s Buyer, his or her Issued Shares (rounded upwards including for this purpose all of such Optionee’s or downwards, his or her Permitted Transferee’s Issued Shares that presently or as applicable), whether or not a result of any such transaction may be acquired upon the restrictions on Transfer exercise of Common Stock have lapsed, equal to options (following the product of (x) the total number of Holder’s Shares held by such Holder on the date payment of the Drag-Along Notice (as defined belowexercise price therefor)) and (y) the Third Party Sale Percentage, at the same price and on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and conditions the exercise of exercisable securities as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that well as the Company may, in its sole discretion, accelerate the vesting relative preferences and priorities of any unvested Holder’s Sharespreferred stock); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (Bb) the liability execute and deliver such instruments of conveyance and transfer and take such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of other action, including voting such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Issued Shares in favor of such any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and not to exercise any rights provisions of appraisal or dissent afforded this Section 10. The obligations under applicable lawthis Section 10 shall terminate in accordance with Section 12(a).

Drag Along Right. (i) Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect anything to the maximum number contrary contained herein, at any time (i) if each of Holder’s Shares for which the Actual Controller, Genesis Capital, Tencent, Tiger Fund and Eastern Bell and the Series F Lead Investor (collectively the “Drag Holders”) approves a Trade Sale of the Group Companies, and (ii) provided that (X) the valuation of the Group Companies immediately prior to such Holder Trade Sale is permitted no less than 1.2 times a valuation of the Company representing a per share price equaling to the Deemed Series F Issue Price, in case of any Trade Sale occurring prior to December 31, 2022, or (pursuant Y) the valuation of the Group Companies immediately prior to Section 2(b)(ii)(Bsuch Trade Sale is no less than 1.4 times a valuation of the Company representing a per share price equaling to the Deemed Series F Issue Price, in case of any Trade Sale occurring on or after January 1, 2023 and prior to December 31, 2023, or (Z) above) the valuation of the Group Companies immediately prior to exercise such Tag-Along Right Trade Sale is no less than 2.0 times a valuation of the Company representing a per share price equaling to the Deemed Series F Issue Price, in respect case of any Trade Sale occurring on or after January 1, 2024, then the Drag Holders shall have the right to deliver a Third Party written notice to notify each other Shareholder of the Company of such Trade Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in whereupon each such entity’s sole discretion)Shareholder shall, such Holder shall sell to in accordance with the respective Third Party instructions received from the number of whole Holder’s Shares (rounded upwards or downwardsDrag Holders, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date take each of the Drag-Along Notice actions set forth in clauses (as defined belowa) and (yb) below: (a) vote all of its Equity Securities of the Third Party Sale PercentageCompany in favor of such Trade Sale; (b) sell such Shareholder’s pro rata portion of the Equity Securities of the Company, at the same price and on the same terms and conditions and at the sale price as such Selling Fortress Entity has agreed approved by the Drag Holders. Any proceeds received from the Trade Sale shall be distributed among the Shareholders of the Company in accordance with Section 4.6(i). In no event shall the Shareholders’ obligations under this Section 4.7(i) result in violation of any laws and regulations with respect to with such Third Partythe transfer of state-owned assets or any requirements of state-owned assets supervision and administration authorities; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity Shareholders shall use its reasonable, good faith their reasonable efforts to provide that (A) the only representation and warranty which cause such Holder shall Trade Sale to be required to make consummated in connection accordance with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership relevant provisions of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawAgreement.

Drag Along Right. Notwithstanding 3.1. In the event that a Stockholder or Stockholders holding Shares or Preferred Shares which represent a majority of the Shares (or Preferred Shares) then held by all Stockholders (the "Majority Stockholders") desire to pursue discussions with any other provision hereofthird party regarding a potential Transfer of all of the Shares (or Preferred Shares) then held by the Majority Stockholders to such third party at any time, if the Majority Stockholders shall, prior to pursuing such discussions, disclose to the Board their intentions with respect thereto. 3.2. In the event that the Majority Stockholders shall agree to Transfer, in a bona fide arm's length transaction for value (either in a single transaction or a series of related transactions), a direct or indirect interest in all of the Shares (or Preferred Shares) owned by the Majority Stockholders to any Holder has not exercised its TagPerson or "group" (as such term is used for purposes of Section 13(d) of the Exchange Act) (the "Buyer"), which Buyer desires also to purchase all of the Shares (or Preferred Shares) then owned by the Remaining Stockholders or their successors or assigns for the same price per share as the Buyer contemplates purchasing the Majority Stockholders' Shares (or Preferred Shares), the Majority Stockholders shall notify the Remaining Stockholders and the Company in writing (such notice, a "Drag-Along Right Notice") of its intention to effectuate such contemplated transaction, setting forth in such Drag-Along Notice the identity of the Buyer, the aggregate purchase price which the Buyer shall pay for all of the Shares or Preferred Shares and the intended date on which such transaction shall close; and the Remaining Stockholders shall, on the basis of such notification, fully cooperate in such transaction and sell all of their Shares or Preferred Shares to such Buyer, for the same price and otherwise in accordance with respect identical terms and conditions as those on which the Majority Stockholders shall sell their Shares or Preferred Shares to such Buyer. The Drag-Along Notice shall be delivered no more than 90 nor fewer than 15 days prior to the maximum number intended date of Holder’s Shares for which the closing of such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise transaction, and such Tag-Along Right transaction shall not, in respect of a Third Party Salefact, then, upon close more than 270 calendar days after the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date delivery of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawNotice.

Drag Along Right. Notwithstanding any other provision hereofIn the event of an offer to buy all the Shares in the Company, if any Holder has put forward by an external party not being a Shareholder, one or several Shareholders who together represents more than two thirds (2/3) of the total amount of Shares in the Company shall have the right to demand the sale of all the outstanding Shares for cash, cash equivalents or consideration shares listed on an internationally recognised stock exchange in accordance with the terms of this Clause 4.4 (the "Drag-along Right"). The Drag-along Right is exercised its Tag-Along Right with respect by written notice (a "Buyout Notice") to the maximum number Company and the other Shareholders, notifying the other Shareholders of Holder’s the bona fide offer to purchase all the outstanding Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) and that the Shareholders wishes to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along along Right. Upon receipt of a Buyout Notice, each Shareholder receiving such notice shall be under an immediate obligation to (i) sell all its Shares in the transaction contemplated by the Buyout Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as conditions; and (ii) otherwise to take all necessary action to cause the consummation of such Selling Fortress Entity has agreed to with transaction, including voting its Shares in favour of such Third Party; providedtransaction, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only accepting reasonable representation and warranty which such Holder shall be required to make warranties, non-competition restrictions and other undertakings in connection with such sale and not exercising any appraisal rights in connection therewith. In the Third Party Sale is a representation and warranty event that the transaction contemplated by the Buyout Notice has not been completed within 90 days after the date of delivery of the Buyout Notice, the obligations of the Shareholders under this Clause 4.4 with respect to such Holder’s own ownership Buyout Notice shall terminate, subject, however, to the right to deliver further Buyout Notices. Potential buyers of all the outstanding shares in the Company shall, subject to undertaking satisfactory confidentiality obligations, be given the opportunity to perform a legal, financial, technical and commercial due diligence review of the Holder’s Shares Company, as well as access to be sold by it relevant information and its ability to convey title thereto free documentation. All costs and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made expenses in connection with such transfer shall be borne by the Third Shareholders on a pro rata basis, to the extent that such costs and expenses are not borne by the purchaser according to the relevant sale and purchase agreement. For avoidance of doubt, any individual cost including legal and advisory fees will be borne by the relevant Shareholder. If any of the Shareholders fail to comply with the terms of this Clause 4.4 (a "Defaulting Party"), the Company represented by the Chairman of the board of directors shall be constituted the agent of each Defaulting Party Sale is for the several liability sale of the Shares in accordance with the Buy-out Notice and the Chairman of the board of directors may authorise any person to execute and deliver on behalf of such Holder (Defaulting Party the necessary transfer documents and not joint with any other person) the Company may receive the purchase consideration in trust for each Defaulting Party and that cause the proposed purchaser to be registered as the holder of such liability is limited Shares. The receipt by the Company of the purchase consideration shall constitute a good and valid discharge of the obligations of the proposed purchaser to pay such purchaser price to the amount Defaulting Party. The Company shall not pay the consideration to the Defaulting Party until it has delivered to the Company a written confirmation of proceeds actually received by such Holder its acceptance of the transaction as set out in the Third Party Sale; provided further, that Buy-out Notice. Failure to comply with this Clause 4.4 shall always be considered a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion material breach of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawAgreement.

Drag Along Right. Notwithstanding (a) If one or more members of the Principal Investor Groups propose to Transfer all of their Equity Securities, representing more than 50% of the Voting Securities of the Company, and, for so long as such a Transfer requires any approval hereunder, such Transfer has been so approved, then if requested by the Stockholder(s) Transferring such Equity Securities (the “Section 3.4 Transferring Stockholder(s)”), each other provision hereofStockholder (each, if a “Selling Stockholder”) shall be required to sell all of the Equity Securities held by it of the same type as any Holder has not exercised of the Equity Securities to be Transferred (or then convertible into any such type). (b) The consideration to be received by a Selling Stockholder shall be the same form and amount of consideration per share to be received by the Section 3.4 Transferring Stockholder(s), and the terms and conditions of such sale shall be the same as those upon which the Section 3.4 Transferring Stockholder(s) sells its Tag-Along Right Equity Securities. In connection with respect the transaction contemplated by Section 3.4(a) (the “Drag Transaction”), each Selling Stockholder will agree to make or agree to the maximum number same customary representations, covenants, indemnities and agreements as the Section 3.4 Transferring Stockholder(s) so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each Stockholder; provided, that (i) any general indemnity given by the Section 3.4 Transferring Stockholder(s), applicable to liabilities not specific to the Section 3.4 Transferring Stockholder(s), to the purchaser in connection with such sale shall be apportioned among the Selling Stockholders according to the consideration received by each Selling Stockholder and shall not exceed such Selling Stockholder’s net proceeds from the sale, (ii) that any representation relating specifically to a Selling Stockholder and/or its Equity Securities shall be made only by that Selling Stockholder, and (iii) in no event shall any Stockholder be obligated to agree to any non-competition covenant or other similar agreement as a condition of Holder’s Shares participating in such Transfer. (c) The fees and expenses incurred in connection with a sale under this Section 3.4 and for which such Holder is permitted the benefit of all Stockholders (pursuant it being understood that costs incurred by or on behalf of a Stockholder for his, her or its sole benefit will not be considered to Section 2(b)(ii)(B) above) be for the benefit of all Stockholders), to exercise such Tag-Along Right the extent not paid or reimbursed by the Company or the Transferee or acquiring Person, shall be shared by all the Stockholders on a pro rata basis, based on the consideration received by each Stockholder in respect of a Third Party Sale, then, upon its Equity Securities; provided that no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the demand consummation of the transaction consummated pursuant to this Section 3.4 (excluding de minimis expenditures). (d) The Section 3.4 Transferring Stockholder(s) shall provide written notice (the “Drag Along Notice”) to each other Selling Stockholder of any proposed Drag Transaction as soon as practicable following its exercise of the rights provided in Section 3.4(a). The Drag Along Notice shall set forth the consideration to be paid by the purchaser for the securities, the identity of the purchaser and the material terms of the Drag Transaction. (e) If any holders of Equity Securities of any class are given an option as to the form and amount of consideration to be received in the Drag Transaction, all holders of Equity Securities of such class must be given the same option. (f) Any Selling Fortress Entity participating in such Third Party Sale Stockholder whose assets (in each such entity’s sole discretion“Plan Assets”) constitute assets of one or more employee benefit plans and are subject to Part IV of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), such Holder shall not be obligated to sell to any Person to whom the respective Third Party sale of any Equity Securities would constitute a non-exempt “prohibited transaction” within the number meaning of whole Holder’s Shares (rounded upwards ERISA or downwardsthe Code, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each if so requested by the Section 3.4 Transferring Stockholder(s): (i) such Holder Selling Stockholder shall have taken commercially reasonable efforts to (x) structure its sale of Equity Securities so as not be permitted to sell any unvested Holder’s Shares constitute a non-exempt “prohibited transaction” or (provided that y) obtain a ruling from the Company may, in its sole discretion, accelerate Department of Labor to the vesting of any unvested Holder’s Shares); provided further effect that such Selling Fortress Entity shall use its reasonable, good faith efforts sale (as originally proposed or as restructured pursuant to provide that clause (Ai)(x)) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is does not constitute a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims non-exempt “prohibited transaction” and (Bii) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder Selling Stockholder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided have delivered an opinion of counsel (which opinion and counsel are reasonably satisfactory to the Section 3.4 Transferring Stockholder(s)) to the effect that such sale (as originally proposed or as restructured pursuant to clause (i)(x)) would constitute a non-exempt “prohibited transaction.” (g) Upon the Third Party Sale is not consummation of the Drag Transaction and delivery by any Selling Stockholder of the duly endorsed certificate or certificates representing the Equity Securities held by such Selling Stockholder to be sold together with a stock power duly executed in violation of applicable federal and state securities or other laws orblank, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice acquiring Person shall remit directly to such Holder shall indemnify such Holder Selling Stockholder, by wire transfer of immediately available funds, the consideration for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawsecurities sold pursuant thereto.

Drag Along Right. Notwithstanding (a) If at any other provision hereoftime during a Marketing Period, if any Holder has not exercised its Tagthe Offerors (for the purposes of this Section 9.03, the “Drag-Along Right Sellers”) enter into a binding, definitive agreement complying with the terms of this Section 9.03 to Transfer all or substantially all of the Units (or Echo Shares) then outstanding (whether or not such Units (or Echo Shares) are held by the Drag-Along Sellers) to a third party (the “Drag-Along Transferee”) in connection with a Company Sale that was treated as a ROFO Sale and for which the Drag-Along Sellers had included in the Initial Offer Notice a statement that such ROFO Sale would be a Drag-Along Sale (whether structured as a sale of Units (or Echo Shares), merger or other business combination) (a “Drag-Along Sale”), the Drag-Along Sellers may at their option require each other Member (each, a “Dragged Member”) to, (x) Transfer all (but not less than all) Units held by such Member (or Echo Shares, which shall include, for all purposes of this Section 9.03, any Equity Securities of Echo convertible, exchangeable into or exercisable for Echo Shares in connection with or upon consummation of such Drag-Along Sale as set forth in Section 9.03(g)), in the case Echo is the Dragged Member to the Drag-Along Transferee for the same consideration (based on the pro rata Membership Percentages of the Members) and, (y) (1) vote such Dragged Member’s Units (and Echo Shares, in the case Echo is the Dragged Member) in favor thereof, and otherwise consent to and raise no objection to such Drag-Along Sale, and waive any dissenters’ rights, appraisal rights or similar rights that such Dragged Member may have in connection therewith and (2) be a party to the definitive agreement(s) governing the terms and conditions of such Drag-Along Sale on the same terms and conditions as the Drag-Along Sellers (except as provided in Section 9.03(c)); provided, that to the extent Echo is the Dragged Member, the holders of Echo Shares will be entitled, in the sole discretion of Echo, to substitute for the Units to be Transferred by Echo in such Drag-Along Sale all of Echo’s capital stock for the same consideration that would have otherwise been payable in respect of such Units. (b) The Drag-Along Sellers shall provide notice of such Drag-Along Sale to the Dragged Members (a “Drag-Along Sale Notice”) not later than fifteen (15) days prior to the consummation of the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the Drag-Along Transferee, the consideration proposed to be paid in connection with the Drag-Along Sale (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale, which shall be no less favorable in the aggregate to the Dragged Members than as set forth in the Initial Offer Notice. The Drag-Along Sellers will promptly notify the Dragged Members in writing in connection with any change in the material terms and conditions of the Drag-Along Sale; provided, that without complying again with the procedures set forth in Section 9.02 with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tagany proposed Drag-Along Right Sale, such modified terms shall be no less favorable in the aggregate to the Dragged Members (or more favorable to the Drag-Along Sellers) then the terms set forth in the Initial Offer Notice. (c) The Dragged Members shall be required to participate in the Drag-Along Sale on the same terms and conditions as the Drag-Along Sellers as set forth in the Drag-Along Sale Notice by entering into the agreement(s) governing the terms and conditions of such Drag-Along Sale (the terms and conditions of which shall be consistent with those provided in such Drag-Along Sale Notice as may be modified from time to time with notice as provided herein); provided, that (i) the Dragged Members shall not be required to agree to any non-compete, non-solicit, no hire or similar post-closing covenant that restricts the Dragged Members’ business and operations (but shall, for the avoidance of doubt, be required to agree to customary confidentiality and further assurances covenants that do not restrict the Dragged Members’ business or operations in any material respect), (ii) the Dragged Members’ indemnification obligations in respect of a Third Party the Company’s representations and warranties shall be (A) joint and several with each other and the Drag-Along Sellers, and (B) pro rata based on such Dragged Member’s Membership Percentage, (iii) the Dragged Members shall be required to bear their pro rata share (based on the aggregate consideration received in respect of the Units (or Unit equivalents based on the Echo Ratio) Transferred by such Member) of any escrow, holdback or adjustment in purchase price and any reasonable out-of-pocket transaction expenses incurred in connection with the Drag-Along Sale (provided, that the Dragged Members and the Company shall only be required to bear the reasonable expenses of one counsel for the Dragged Members), to the extent such expenses are incurred for the benefit of the Members participating in the Drag-Along Sale, and are not otherwise paid by the Company or the purchaser and the Drag-Along Sale is consummated; (iv) (A) Dragged Members will be required to make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Units (or Echo Shares) and the power, authority and legal right to Transfer such Units (or Echo Shares) and the absence of any adverse claim with respect to such Units and (B) be liable as to such representations, warranties, covenants and other agreements; (v) Echo shall not be required to participate in such Drag-Along Sale if such transaction involves, or could reasonably be expected to be treated in whole or in part for U.S. federal income tax purposes as, a disposition by Echo of any of its Equity Securities in the Company and (vi) Echo, on behalf of the Echo Shareholders, may substitute all of the Echo Shares in lieu of Units as described in Section 9.03(a); provided further that, no Dragged Member’s liability in connection with a Drag-Along Sale may exceed the proceeds payable to such Dragged Member in the Drag-Along Sale. (d) In a Drag-Along Sale, the Dragged Members shall be required to tender their Units (or Echo Shares) as set forth below. The price payable in a Drag-Along Sale shall be the Drag-Along Sale Price. If the consideration being paid in such Drag-Along Sale includes any non-cash consideration then, upon at the demand election of any Selling Fortress Entity participating the Drag-Along Sellers (or with respect to itself, Echo or the MCK Members, to the extent it is a Dragged Member), the Dragged Members shall receive either (i) their pro rata share of such non-cash consideration or (ii) cash (which cash may be paid by the Drag-Along Transferee or by the Drag-Along Sellers) in an amount equal to the Fair Market Value of their pro rata share of such Third Party Sale non-cash consideration (in each case based on the aggregate consideration received by each of the Drag-Along Sellers in such entity’s sole discretionDrag-Along Sale), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares . Not later than five (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x5) the total number of Holder’s Shares held by such Holder on Business Days after the date of the Drag-Along Sale Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect Drag-Along Sale, each Dragged Member shall deliver to such Holder’s own ownership a representative of the HolderDrag-Along Sellers designated in the Drag-Along Sale Notice (x) a limited power-of-attorney authorizing the Drag-Along Sellers or their representative to Transfer such Dragged Member’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and Units (Bor Echo Shares) the liability of such Holder with respect to any representation and warranty made in connection accordance with the Third Party Sale is the several liability terms of such Holder this Agreement (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided furtherprovided, that a Holder H&F shall not be obligated to participate deliver any power-of-attorney), the Drag-Along Sale Notice and the agreement(s) governing the terms and conditions of the Drag-Along Sale and (y) wire transfer or other instructions for payment or delivery of the consideration to be received by the Dragged Members in such Drag-Along Sale. (e) Within one Business Day following the consummation of a Drag-Along Sale, the Drag-Along Sellers shall give notice thereof to the Dragged Members and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Dragged Member. In addition, within one Business Day following the consummation of a Drag-Along Sale, the Drag-Along Sellers shall remit to each Dragged Member the total consideration (any Third Party Sale cash portion of which is to be paid by wire transfer in accordance with each Dragged Member’s wire transfer instructions) for the Units (or Echo Shares) of such Dragged Member Transferred pursuant hereto. (f) Notwithstanding anything contained in this Section 9.03, there shall be no liability on the part of the Drag-Along Sellers to the Dragged Members (other than the obligation to return the limited power-of-attorney received by the Drag-Along Sellers (if applicable)) or any other Person if the Transfer of Units (or Echo Shares) pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale 9.03 is not in violation consummated for whatever reason, regardless of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to whether the matters contemplated by this proviso, each Selling Fortress Entity who has Drag-Along Sellers have delivered a Drag-Along Sale Notice. (g) In the event of any Drag-Along Sale, each holder of Equity Securities of Echo will be deemed to have exercised, converted or exchanged any vested and exercisable options, warrants or convertible securities immediately prior to the consummation of the Drag-Along Sale to the extent necessary to sell Echo Shares to the Drag-Along Buyer (the “Drag-Along Buyer”), except to the extent permitted under the terms of any such option, warrant or convertible security and agreed to by the Drag-Along Buyer. All Units issuable upon such exercise, conversion or exchange pursuant to Section 3.03(c) will be deemed issued and shall be included as “Echo Shares” for all purposes of this Section 9.03. In the event that options, warrants or convertible securities are deemed exercised pursuant to the preceding sentence, payment of any purchase or exercise price, if applicable, and minimum statutory withholding tax amount, if any, shall be satisfied through payment of Echo Shares otherwise deliverable upon such exercise, conversion, or exchange. If any holder of Equity Securities of Echo sells options, warrants or convertible securities in any Drag-Along Sale, such holder of Equity Securities of Echo shall receive in exchange for such options, warrants or convertible securities consideration equal to the amount (if greater than zero) determined by multiplying (a) the same purchase price per share for Echo Shares as those Units sold to the Drag-Along Buyer and specified in the Drag-Along Sale Notice in such Transfer less the exercise, exchange or conversion price, if any, per share of such option, warrant or convertible security by (b) the number of Echo Shares issuable upon exercise, conversion or exchange of such option, warrant or convertible security (to the extent exercisable, convertible or exchangeable at the time of such Holder shall indemnify such Holder Transfer), subject to reduction for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees tax or other amounts required to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded be withheld under applicable law. (h) The provisions of this Section 9.03 shall terminate upon the consummation of a Qualified IPO.

Drag Along Right. Notwithstanding (i) If at any time and from time to time following the Initial Closing Date, the Supermajority Holders desire to (i) Transfer in a bona fide arms’ length sale all of their Shares to any Person or Persons who are not Affiliates of the Company or the Supermajority Holders, (ii) approve any merger of the Company with or into any other provision hereofPerson who is not an Affiliate of the Company or the Supermajority Holders, if including any Holder has transaction that would constitute a Deemed Liquidation Event, or (iii) approve any sale of all or substantially all of the Company’s assets to any Person or Persons who are not exercised its TagAffiliates of the Company or the Supermajority Holders, including any transaction that would constitute a Deemed Liquidation Event (for purposes of this Section 3(e), such Person or Persons is referred to as the “Proposed Transferee”), the Supermajority Holders shall have the right (for purposes of this Section 3(e), the “Drag-Along Right with respect Right”), but not the obligation, (x) in the case of a Transfer of the type referred to in clause (i) above, to require each other Investor to sell to the maximum number Proposed Transferee all of Holdersuch Investor’s Shares for which such Holder is permitted the Per Share Drag-Along Purchase Price (pursuant as defined below), or (y) in the case of a merger or sale of assets or other Deemed Liquidation Event referred to Section 2(b)(ii)(Bin clauses (ii) or (iii) above, to require each other Investor to vote (or act by written consent with respect to) all Shares then Owned by such other Investor in favor of such transaction and to waive any dissenters’ rights, appraisal rights or similar rights such Investor may have under applicable law. Each Investor agrees to take all steps necessary to enable such Investor to comply with the provisions of this Section 3(e) to facilitate the Supermajority Holders’ exercise such Tagof a Drag-Along Right in respect of a Third Party SaleRight. As used herein, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale “Per Share Drag-Along Purchase Price” means: (in each such entity’s sole discretion), such Holder shall sell i) to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal extent that an Investor subject to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice Right is selling the same security being sold by any of the Supermajority Holders, the same consideration per share for such security as is proposed to be received by such Supermajority Holders (as defined belowless, in the case of Share Equivalents, the exercise price for such Share Equivalents), including equivalent rights to receive (when and if paid) a proportionate share of any deferred consideration, earn-out or escrow funds that may become available to such Supermajority Holders in connection with the proposed transaction; and (yii) to the Third Party Sale Percentageextent that an Investor subject to the Drag-Along Right is selling Common Stock (including any Share Equivalents) or a series of Preferred Stock other than any series of Preferred Stock being sold by the Supermajority Holders, at the same Per Share Drag-Along Purchase Price for each Share of Common Stock or Preferred Stock, as applicable, shall be equal to the implied equity value of each Share of Common Stock (less, in the case of Share Equivalents, the exercise price for such Share Equivalents) or Preferred Stock as applicable, as determined by reference to the per share price being paid for the Shares of Common Stock or Preferred Stock, as applicable, being sold by the Supermajority Holders and on after giving effect to all amounts payable to the same terms holders of Preferred Stock prior and conditions as such Selling Fortress Entity has agreed in preference to with such Third Partythe Common Stock pursuant to the liquidation preference provisions of the Certificate of Incorporation; provided, however, that each such Holder shall not be permitted if the per share price being paid for the Shares of Common Stock or Preferred Stock, as applicable, being sold by the Supermajority Holders includes any rights to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting receive a proportionate share of any unvested Holder’s Shares); provided further deferred consideration, earn-out or escrow funds that such Selling Fortress Entity shall use its reasonable, good faith efforts may become available to provide that (A) the only representation and warranty which such Holder shall be required to make Supermajority Holders in connection with the Third Party Sale is a representation and warranty with respect to proposed transaction, such Holder’s own ownership amounts shall be considered when determining the implied equity price of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear each Share of liensCommon Stock or Preferred Stock, encumbrances and adverse claims and (B) the liability as applicable, but any portion of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder included in the Third Party Sale; provided further, that a Holder implied equity price of each Share of Common Stock shall not be obligated paid to participate the Investors selling Common Stock, unless and until the portions of such amount included in any Third Party Sale the price per share being paid for the Preferred Stock are paid to the holders of the Preferred Stock and only to the extent that the holders of the Preferred Stock have received all amounts payable to the holders of Preferred Stock prior and in preference to the Common Stock pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion the liquidation preference provisions of counsel to the effect that the Third Party Sale is not in violation Certificate of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawIncorporation.

Drag Along Right. Notwithstanding any other provision hereof, if any (i) If the Required Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) approves the sale of the Company, whether by merger, consolidation, sale of outstanding capital stock, sale of all or substantially all of its assets or otherwise (any of the foregoing, an “Approved Sale”), (1) Purchaser shall consent to, vote for and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale, (2) if the Approved Sale is structured as a sale of stock, Purchaser shall agree to sell and shall be permitted to sell all of Purchaser’s Shares on the terms and conditions approved by the Required Holder, and (3) if the Approved Sale includes the sale, exchange, redemption, cancellation or other disposition of securities convertible into or exchangeable for capital stock of the Company, or options, warrants or other rights to purchase such capital stock or securities, Purchaser shall sell, exchange, redeem, agree to cancel or otherwise dispose of such securities or options, warrants or other rights on the terms and conditions approved by the Required Holder. In order to effect the covenant set forth in clause (1) of the immediately preceding sentence, Purchaser shall be deemed to have granted to the Company with respect to all of Purchaser’s Shares an irrevocable proxy (which is deemed to be coupled with an interest) with respect to any stockholder vote or action by written consent solely to effect such Approved Sale in compliance with this Section 3(d). Purchaser shall take all necessary and desirable actions in connection with the consummation of an Approved Sale. As used herein, the term “Required Holder” means, as of any date, any one or more of the ▇▇▇▇▇▇ Parties. (ii) The obligations of Purchaser with respect to an Approved Sale are subject to the satisfaction of the conditions that: (1) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holder of Common Stock is given an option as to the form and amount of consideration to be received in respect of Common Stock, all holders of Common Stock shall be given the same option; and (2) in the case of a holder of any securities referred to in clause (3) of paragraph (i) above, (I) in the event such securities are vested, the holder shall receive in such Approved Sale, unless otherwise provided in the terms of any agreement or instrument governing or evidencing such security, either (x) the same securities or other property that such holder would have received if such holder had converted, exchanged or exercised such security immediately prior to such Approved Sale (after taking into account the conversion, exchange or exercise price applying to such security and any applicable tax obligations of the holder in connection with such conversion, exchange or exercise) or (y) a security convertible or exchangeable for, or option, warrant or right to purchase, capital stock or other securities of a successor entity having substantially equivalent value, or (II) in the Third Party Sale Percentagecase where such securities are not vested, at unless otherwise provided in the terms of any agreement or instrument governing or evidencing such security, such securities shall be cancelled. (iii) Purchaser shall be required to make substantially the same price representations and on warranties (but only to the same terms extent that such representations and conditions warranties relate to Purchaser’s ownership of Shares and his or her authority to execute such documents), customary covenants and other agreements, to the extent reasonably related to the Approved Sale, as such Selling Fortress Entity the Required Holder has agreed to make in connection with the proposed Approved Sale. Purchaser acknowledges that his or her pro rata share (based upon the number of Shares owned by such holder) of the aggregate proceeds of an Approved Sale may be reduced by transaction expenses related to such Approved Sale. Purchaser shall be obligated to join on a pro rata basis in any indemnification or other obligations that the Required Holder agrees to provide in connection with such Third PartyApproved Sale; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder Purchaser shall not be obligated in connection with such Approved Sale to participate in agree to indemnify or hold harmless any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion person with respect to (1) the matters contemplated representations and warranties of any other holder of Common Stock regarding its ownership of Common Stock or (2) an amount in excess of the net proceeds received by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to Purchaser in connection with such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawApproved Sale.

Drag Along Right. Notwithstanding (a) In the event that any Key Holder owns more than fifty percent (50%) of the Company’s issued and outstanding capital stock and such Key Holder desires to accept a bona fide offer (a "Purchase Offer") from any person or persons, other provision hereofthan an Affiliate or another Stockholder, if any Holder has not exercised its Tag-Along Right with respect to purchase all (a "Divestiture") the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer shares of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares then held by such Key Holder, then such Key Holder shall promptly deliver to each of the other Stockholders a written notice (the "Purchase Offer Notice") stating such Key Holder’s intention to sell such shares pursuant to such Purchase Offer and setting forth the terms and conditions of such Purchase Offer, including, without limitation, the identity of the proposed purchaser and the amount and type of consideration to be paid therefor. The Purchase Offer Notice shall include a copy of any written offer, letter of intent, term sheet or contract of sale pertaining to the Purchase Offer. (b) In connection with a Divestiture, any Key Holder owning more than fifty percent (50%) of the Company’s issued and outstanding capital stock shall have the right ("Drag Along Right") to require each other Stockholder to participate in such sale of Common Stock by such Key Holder on the date of terms and conditions set forth in the Drag-Along Purchase Offer Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on which shall be the same terms and conditions (on a per share basis) as are applicable to such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Key Holder’s Shares (provided that sale of shares of Common Stock to the Company may, proposed purchaser). Such Drag Along Right shall be exercisable by such Key Holder including in its sole discretion, accelerate Purchase Offer Notice a statement to the vesting of any unvested Holder’s Shares); provided further effect that such Selling Fortress Entity shall use Key Holder elects to exercise its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make Drag Along Right in connection with the Third Party Sale is a representation and warranty with respect proposed sale. At any time prior to the closing of such Holder’s own ownership sale, such Key Holder may withdraw its election to exercise its Drag Along Right upon written notice to the Stockholders. (c) The closing of the Holderpurchase and sale of any shares of Common Stock to be sold pursuant to the Drag Along Right shall occur concurrently with the closing of the sale of the shares of the Common Stock by the Key Holder owning more than fifty percent (50%) of the Company’s Shares issued and outstanding capital stock, which shall be a date not less than sixty (60) days after the giving of the Purchase Offer Notice. At any such closing, each Stockholder shall deliver to the purchaser a certificate or certificates representing the number of shares of Common Stock to be sold by it such Stockholder, duly endorsed in blank or accompanied by a duly executed stock power in blank, with signatures duly guaranteed and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder all requisite stock transfer stamps affixed thereto. All Stockholders shall not be obligated to participate in any Third Party Sale pursuant to treated equally under this Section 2(b)(iii) unless such Holder is provided 5.5. It shall be a condition of the obligation to sell under this Section 5.5 that all facts and circumstances and all material aspects of any transaction under this Section 5.5 shall be disclosed. The provisions of this Section 5.5 shall terminate upon an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawIPO.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect event the holders of a Third Party Salemajority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, thento any non-Affiliate(s) of the Company or any of the Majority Shareholders, upon or to cause the demand Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any Selling Fortress Entity participating in such Third Party Sale of the Majority Shareholders (in each such entity’s sole discretioncase, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), such Holder the Optionee, including any Permitted Transferees, shall sell be obligated to and shall upon the written request of a Majority Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the respective Third Party the number of whole Holder’s Buyer, his or her Issued Shares (rounded upwards including for this purpose all of such Optionee’s or downwards, his or her Permitted Transferee’s Issued Shares that presently or as applicable), whether or not a result of any such transaction may be acquired upon the restrictions on Transfer exercise of Common Stock have lapsed, equal to options (following the product of (x) the total number of Holder’s Shares held by such Holder on the date payment of the Drag-Along Notice (as defined belowexercise price therefor)) and (y) the Third Party Sale Percentage, at the same price and on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and conditions the exercise of exercisable securities as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that well as the Company may, in its sole discretion, accelerate the vesting relative preferences and priorities of any unvested Holder’s Sharespreferred stock); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (Bb) the liability execute and deliver such instruments of conveyance and transfer and take such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of other action, including voting such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Issued Shares in favor of such any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and not to exercise any rights provisions of appraisal or dissent afforded this Section 11. The obligations under applicable lawthis Section 11 shall terminate in accordance with Section 13(a).

Drag Along Right. Notwithstanding (a) If any one or more stockholders (the “Compellors”) party to that certain Stockholders Agreement, dated as of [ ], 2010, by and among the Company, Resource Capital Fund IV L.P., Resource Capital Fund V L.P., PP IV Mountain Pass II, LLC, PP IV MP AIV 1, LLC, PP IV MP AIV 2, LLC, PP IV ▇▇ ▇▇▇ ▇, ▇▇▇, ▇▇▇ Moly Group LLC, MP Rare Company LLC and KMSMITH LLC, as amended from time to time (the “Stockholders Agreement”), shall, in any transaction or series of related transactions, directly or indirectly, propose to sell for value in the aggregate at least seventy-six percent (76%) of the then outstanding Applicable Shares (the “Controlling Shares”) to a third party or parties (the “Drag-Along Purchaser(s)”) other provision hereofthan Specified Transferees of such Compellors (the “Drag-Along Offer”), the provisions set forth in this Paragraph 6 shall apply at the option of the Compellors. i. The Compellors may, at their option, require Employee to sell all of the vested shares of Restricted Stock owned or held by Employee (or, if any Holder has the Compellors are not exercised its Tag-Along Right with respect to selling all of the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer shares of Common Stock have lapsedowned by the Compellors, equal to then the product same portion of (x) the total number shares of Holder’s Shares Restricted Stock owned or held by Employee as the shares of Common Stock Compellors are selling) to such Holder on the date of the Drag-Along Notice Purchaser(s) for the same consideration (or, if there is a choice as defined belowto the form of consideration, then Employee shall have the same choice as the Compellors, provided that, in the event that any securities are part of the consideration payable, if Employee is not an “accredited investor” within the meaning of Rule 501 under the Securities Act, Employee may, in the sole discretion of the Board, receive, and hereby agrees to accept, in lieu of securities, cash consideration with an equivalent value to such securities as reasonably determined by the Board) and (y) the Third Party Sale Percentage, at the same price and otherwise on the same terms and conditions upon which the Compellors sell their shares of Common Stock, subject to this Paragraph 6. ii. The Compellors shall provide a written notice (the “Drag-Along Notice”) of such Drag-Along Offer to Employee, with a copy to the Company, not later than the day after the date of acceptance of the Drag-Along Offer by the Drag-Along Purchaser(s). The Drag-Along Notice shall contain written notice of the exercise of the rights of the Compellors pursuant to this Paragraph 6(a) setting forth the consideration to be paid by the Drag-Along Purchaser(s) and all other material terms and conditions of the Drag-Along Offer, as well as a copy of the Drag-Along Offer, and definitive documentation of the transaction, if available. Within ten (10) business days following the date the Drag-Along Notice is given, Employee shall deliver to the Compellors a special irrevocable power-of-attorney authorizing the Compellors, on behalf of Employee, to sell or otherwise dispose of such Selling Fortress Entity has agreed vested shares of Restricted Stock pursuant to the terms of the Drag-Along Offer and to take all such actions as shall be necessary or appropriate in order to consummate such sale or disposition. iii. Promptly after the consummation of the sale of shares of Common Stock of the Compellors and vested shares of Restricted Stock of Employee to the Drag-Along Purchaser(s) pursuant to the Drag-Along Offer, but in no event more than two (2) Business Days thereafter, the Compellors shall remit to Employee the total sales price of the vested shares of Restricted Stock of Employee sold pursuant thereto less a pro rata portion of the expenses (including reasonable legal expenses) incurred by the Compellors in connection with such Third Partysale. iv. If, at the end of the 180-day period following the giving of the Drag-Along Notice, the Compellors shall not have completed the sale of all the Controlling Shares and the vested shares of Restricted Stock of Employee, then Employee shall have no obligation with respect to such Drag-Along Offer; provided that the provisions of this Paragraph 6 shall apply to any subsequent Drag-Along Offer. v. Except as expressly provided in this Paragraph 6, the Compellors shall have no obligation to Employee with respect to the sale or other disposition of any shares of Restricted Stock owned by Employee, and in particular, the Compellors shall have no obligation to Employee to consummate any Drag Along Offer (it being understood that any and all such decisions shall be made by the Compellors in their sole discretion). In the event that the Drag-Along Offer is not consummated by the Compellors, Employee shall not be entitled to sell or otherwise dispose of shares of Restricted Stock directly to any third party or parties pursuant to such Drag-Along Offer. vi. In furtherance of, and not in limitation of the foregoing, in connection with any compelled sale, Employee will (i) raise no objections in its capacity as a stockholder of the Company, will consent to, vote for and raise no objections to such transaction or the process pursuant to which it was arranged, and waive dissenting rights, if any, and (ii)] execute all documents containing such terms and conditions as those executed by the Compellors that are reasonably necessary to effect the transaction; provided, however, that each such Holder (A) Employee shall not be permitted required to sell any unvested Holder’s Shares (provided that enter into a non-compete or non-solicitation other than the Company mayprovisions contained herein, in its sole discretion, accelerate a provision providing for the vesting licensing of intellectual property or the delivery of any unvested Holder’s Shares); provided further products or services, or any other provision that such Selling Fortress Entity shall use its reasonableis not a strictly financial term related directly to the sale of the shares of Restricted Stock, good faith efforts to provide that (AB) the only representation liability of the stockholders participating in the Drag-Along Offer is several and warranty not joint, (C) Employee shall not have any liability for any breaches of the representations, warranties or covenants of any other stockholder participating in the Drag-Along Offer, (D) any obligations and/or liabilities of Employee under the agreement governing such transaction and any related escrow agreement shall be borne pro rata among such stockholders participating in the Drag-Along Offer based on the proceeds and assets payable to such stockholders in such transaction (other than any such obligations that relate specifically to Employee’s shares of Restricted Stock, which obligations shall be borne solely by Employee) and shall in no event exceed the actual proceeds and assets received by Employee in such Holder transaction, (E) Employee shall not be required to make any representations or warranties or covenants in connection with the Third Party Sale is a representation and warranty such transaction except with respect to such Holder(1) Employee’s own ownership of its shares of Restricted Stock, (2) subject to the Holderprovisions of clauses (B) and (C) above, customary security holder indemnities for breaches of representations, warranties and covenants, (3) Employee’s Shares to be sold by it and its ability to convey title thereto to its shares of Restricted Stock free and clear of liens, encumbrances and adverse claims (4) Employee’s ability to enter in the transaction and (B5) customary and reasonable covenants regarding confidentiality, publicity and similar matters and (F) if Employee is given an option as to the liability form of consideration to be received, all other stockholders participating in the Drag-Along Offer shall be given the same option on the same terms; provided that, in the event that any securities are part of the consideration payable, each stockholder participating in the Drag-Along Offer that is not an “accredited investor” within the meaning of Rule 501 under the Securities Act may, in the sole discretion of the Board, receive, in lieu of securities, cash consideration with an equivalent value to such Holder with respect securities as reasonably determined by the Board. vii. Notwithstanding anything in this Paragraph 6 to the contrary, if the Compellors or any representation and warranty made of their respective directors, officers, employees, advisors or other representatives, directly or indirectly, receive any consideration from the Drag-Along Purchaser(s) or any of its Affiliates in connection with a compelled sale other than the Third Party Sale consideration that is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder all the stockholders participating in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice Offer on a pro rata basis as part of the compelled sale, then the Compellors shall cause Employee to receive Employee’s pro rata share, determined by reference to the respective amounts of consideration otherwise payable to each of the stockholders participating in the Drag-Along Offer (including the Compellors) as part of the compelled sale, of such consideration. viii. This Paragraph 6 shall not apply to Transfers of shares of Common Stock made pursuant to an Initial Public Offering. (b) For purposes of this Agreement, the terms “Affiliate,” “Applicable Shares,” “Specified Transferee” and “Transfer” shall have the respective meanings ascribed to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is terms in the form Stockholders Agreement, a copy of a merger transaction, each Holder agrees which has been provided to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawEmployee.

Drag Along Right. Notwithstanding (i) Following the Third Closing, so long as Warburg Pincus Owns at least 50% of the outstanding Common Stock, if at any time and from time to time after the date of this Agreement, Warburg Pincus wishes to (x) Transfer in a bona fide arms' length sale all of its Shares to any Person or Persons who are non-Affiliates of the Company or Warburg Pincus, (y) approve any merger of the Company with or into any other provision hereofPerson who is a non-Affiliate of the Company or Warburg Pincus, if or (z) approve any Holder has not exercised its Tagsale of all or substantially all of the Company's assets to any Person or Persons who are non-Along Right with respect to Affiliates of the maximum number Company or Warburg Pincus (for purposes of Holder’s Shares for which such Holder is permitted (pursuant to this Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion3(d), such Holder Person or Persons are referred to as the "Proposed Transferee"), Warburg Pincus shall have the right (for purposes of this Section 3(d), the "Drag-Along Right") to (A) in the case of a Transfer of the type referred to in clause (x), require each other Investor to sell to the respective Third Party the number Proposed Transferee all of whole Holder’s his or its Shares (rounded upwards including any warrants or downwardsoptions to acquire Shares) for the same per share consideration as proposed to be received by Warburg Pincus (less, as applicablein the case of options or warrants, the exercise price for such options or warrants) then Owned by such Investor or (B) in the case of a merger or sale of assets referred to in clauses (y) or (z), whether require each other Investor to vote all Shares then Owned by such other Investor in favor of such transaction and to waive any appraisal or not similar rights. Each Investor agrees to take all steps necessary to enable him or it to comply with the restrictions on Transfer provisions of Common Stock have lapsedthis Section 3(d) to facilitate the Warburg Pincus' exercise of a Drag-Along Right. (ii) To exercise a Drag-Along Right, equal to the product Warburg Pincus shall give each other Investor a written notice (for purposes of this Section 3(d), a "Drag-Along Notice") containing (x) the total number name and address of Holder’s the Proposed Transferee and (y) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each other Investor shall thereafter be obligated to sell or vote its Shares held (including any warrants or options Owned by such Holder on Investor), provided that the date sale to the Proposed Transferee is consummated within ninety (90) days of delivery of the Drag-Along Notice Notice. If the sale or merger is not consummated within such 90-day period, then each other Investor shall no longer be obligated to sell such Investor's Shares pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Section 3(d). (as defined belowiii) Notwithstanding anything contained in this Section 3(d), in the event that all or a portion of the purchase price consists of securities and the sale of such securities to the Investors would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (yor any successor regulation) the Third Party Sale Percentageor a similar provision of any state securities law, then, at the same price and on option of Warburg Pincus, the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company mayInvestors may receive, in its sole discretionlieu of such securities, accelerate the vesting fair market value of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonablesecurities, as determined in good faith efforts to provide that (A) by the only representation and warranty which such Holder shall be required to make Board, in connection with cash from Warburg Pincus or the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of respective transferee, surviving Person or purchaser, as the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawcase may be.

Drag Along Right. Notwithstanding (i) If at any time and from time to time after the date of this Agreement, Warburg Pincus and its Affiliates together with any other provision hereofstockholders that would result in an aggregate ownership of greater than fifty percent (50%) of the Company’s voting power (the “Majority Holders”) desire to (i) Transfer in a bona fide arms’ length sale all of their Shares to any Person or Persons who are not Affiliates of the Company or the Majority Holders, if (ii) approve any Holder has merger of the Company with or into any other Person who is not exercised its Tagan Affiliate of the Company or the Majority Holders, including any transaction that would constitute a Deemed Liquidation Event, or (iii) approve any sale of all or substantially all of the Company’s assets to any Person or Persons who are not Affiliates of the Company or the Majority Holders, including any transaction that would constitute a Deemed Liquidation Event (for purposes of this Section 3(e) (Drag-Along Right with respect Right), such Person or Persons is referred to as the “Proposed Transferee”) (such Transfers set forth in (i), (ii) and (iii), a “Proposed Sale”), the Majority Holders shall have the right (for purposes of Section 3(e), the “Drag-Along Right”), but not the obligation, (x) in the case of a Transfer of the type referred to in clause (i), to require each other Investor to sell to the maximum number Proposed Transferee all of Holdersuch Investor’s Shares for which the Per Share Drag-Along Purchase Price (as defined below), or (y) in the case of a merger or sale of assets or other Deemed Liquidation Event referred to in clauses (ii) or (iii), to require each other Investor to vote (or act by written consent with respect to) all Shares then Owned by such Holder is permitted (pursuant other Investor in favor of such transaction and to waive any dissenters’ rights, appraisal rights or similar rights such Investor may have under applicable law. Each Investor agrees to take all steps necessary to enable such Investor to comply with the provisions of this Section 2(b)(ii)(B) above3(e) to facilitate the Majority Holders’ exercise such Tagof a Drag-Along Right in respect of a Third Party SaleRight. As used herein, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale “Per Share Drag-Along Purchase Price” means: (in each such entity’s sole discretion), such Holder shall sell i) to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal extent that an Investor subject to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice Right is selling the same security being sold by any of the Majority Holders, the same consideration per share for such security as is proposed to be received by such Majority Holders (as defined belowless, in the case of Share Equivalents, the exercise price for such Share Equivalents), including equivalent rights to receive (when and if paid) a proportionate share of any deferred consideration, earn-out or escrow funds that may become available to such Majority Holders in connection with the proposed transaction; and (yii) to the Third Party Sale Percentageextent that an Investor subject to the Drag-Along Right is selling Common Stock (including any Share Equivalents) or a series of Preferred Stock other than any series of Preferred Stock being sold by the Majority Holders, at the same Per Share Drag-Along Purchase Price for each Share of Common Stock or Preferred Stock, as applicable, shall be equal to the implied equity value of each Share of Common Stock (less, in the case of Share Equivalents, the exercise price for such Share Equivalents) or Preferred Stock as applicable, as determined by reference to the per share price being paid for the Shares of Common Stock or Preferred Stock, as applicable, being sold by the Majority Holders and on after giving effect to all amounts payable to the same terms holders of Preferred Stock prior and conditions as such Selling Fortress Entity has agreed in preference to with such Third Partythe Common Stock pursuant to the liquidation preference provisions of the Certificate of Incorporation; provided, however, that each such Holder shall not be permitted if the per share price being paid for the Shares of Common Stock or Preferred Stock, as applicable, being sold by the Majority Holders includes any rights to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting receive a proportionate share of any unvested Holder’s Shares); provided further deferred consideration, earn-out or escrow funds that such Selling Fortress Entity shall use its reasonable, good faith efforts may become available to provide that (A) the only representation and warranty which such Holder shall be required to make Majority Holders in connection with the Third Party proposed transaction, such amounts shall be considered when determining the implied equity price of each Share of Common Stock or Preferred Stock, as applicable, but any portion of such amount included in the implied equity price of each Share of Common Stock shall not be paid to the Investors selling Common Stock unless and until the portions of such amount included in the price per share being paid for the Preferred Stock are paid to the holders of the Preferred Stock and only to the extent that the holders of the Preferred Stock have received all amounts payable to the holders of Preferred Stock prior and in preference to the Common Stock pursuant to the liquidation preference provisions of the Certificate of Incorporation. Notwithstanding the foregoing, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock in connection with a Proposed Sale shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (BDeemed Liquidation Event) the liability of such Holder with respect to any representation and warranty made in connection accordance with the Third Party Sale is the several liability Company’s Certificate of such Holder (and not joint with any other person) and that such liability is limited Incorporation in effect immediately prior to the amount of proceeds actually received by such Holder in the Third Party Proposed Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding At any other provision hereoftime prior to the IPO Date, if any Holder has not exercised its TagInvestors constituting a Requisite Stockholder Majority (collectively, the “Drag-Along Right Sellers”) may require each other Investor (the “Required Sellers”) to participate in any Company Sale pursuant to which the Drag-Along Sellers are Transferring at least 90% of the then outstanding Shares then held by the Drag-Along Sellers for consideration consisting of cash and cash equivalents (an “Exit Sale”) to an Independent Third Party (a “Drag-Along Transferee”) in a bona fide arm’s length transaction or series of transactions (including pursuant to a stock sale, asset sale, recapitalization, tender offer, merger or other business combination transaction or otherwise) at the purchase price and upon the terms and subject to the conditions of the Exit Sale (all of which shall be set forth in the Drag-Along Notice as hereinafter defined). In connection with an Exit Sale, the Company may also require each Required Seller to vote in favor of such Exit Sale or act by written consent approving the same with respect to all Shares owned by such Required Seller, as necessary or desirable to authorize, approve and adopt the maximum number Exit Sale. Without limiting the foregoing, if an Exit Sale requires the approval of Holderthe Company’s Shares for which stockholders, each Investor shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such Holder Exit Sale or Company Sale. In the event that a sale is permitted (proposed pursuant to this Section 2(b)(ii)(B) above) 3, all outstanding proposals to exercise such TagTransfer Shares shall immediately be withdrawn and no Transfer of Shares shall be consummated until the expiration of the time period provided for in Section 3(e). The consummation of an Exit Sale by the Drag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder Sellers shall sell be subject to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date sole discretion of the Drag-Along Notice Sellers, who shall have no liability or obligation whatsoever (as defined belowother than compliance with this Section 3) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make Required Sellers participating therein in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership Required Sellers’ Transfer of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawShares.

Drag Along Right. Notwithstanding any other provision hereofIn the event of an offer to buy all the Shares in the Company, if any Holder has put forward by an external party not being a Shareholder, one or several Shareholders who together represents more than two thirds (2/3) of the total amount of Shares in the Company shall have the right to demand the sale of all the outstanding Shares for cash, cash equivalents or consideration shares listed on an internationally recognised stock exchange in accordance with the terms of this Clause 4.4 (the "Drag-along Right"). The Drag-along Right is exercised its Tag-Along Right with respect by written notice (a "Buyout Notice") to the maximum number Company and the other Shareholders, notifying the other Shareholders of Holder’s the bona fide offer to purchase all the outstanding Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) and that the Shareholders wishes to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along along Right. Upon receipt of a Buyout Notice, each Shareholder receiving such notice shall be under an immediate obligation to (i) sell all its Shares in the transaction contemplated by the Buyout Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as conditions; and (ii) otherwise to take all necessary action to cause the consummation of such Selling Fortress Entity has agreed to with transaction, including voting its Shares in favour of such Third Party; providedtransaction, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only accepting reasonable representation and warranty which such Holder shall be required to make warranties, non-competition restrictions and other undertakings in connection with such sale and not exercising any appraisal rights in connection therewith. In the Third Party Sale is a representation and warranty event that the transaction contemplated by the Buyout Notice has not been completed within 90 days after the date of delivery of the Buyout Notice, the obligations of the Shareholders under this Clause 4.4 with respect to such Holder’s own ownership Buyout Notice shall terminate, subject, however, to the right to deliver further Buyout Notices. Potential buyers of all the outstanding shares in the Company shall, subject to undertaking satisfactory confidentiality obligations, be given the opportunity to perform a legal, financial, technical and commercial due diligence review of the Holder’s Shares Company, as well as access to be sold by it relevant information and its ability to convey title thereto free documentation. All costs and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made expenses in connection with such transfer shall be borne by the Third Shareholders on a pro rata basis, to the extent that such costs and expenses are not borne by the purchaser according to the relevant sale and purchase agreement. For avoidance of doubt, any individual cost including legal and advisory fees will be borne by the relevant Shareholder. If any of the Shareholders fail to comply with the terms of this Clause 4.4 (a "Defaulting Party"), the Company represented by the Chairman of the board of directors shall be constituted the agent of each Defaulting Party Sale is for the several liability sale of the Shares in accordance with the Buy-out Notice and the Chairman of the board of directors may authorise any person to execute and deliver on behalf of such Holder (Defaulting Party the necessary transfer documents and not joint with any other person) the Company may receive the purchase consideration in trust for each Defaulting Party and that cause the proposed purchaser to be registered as the holder of such liability is limited Shares. The receipt by the Company of the purchase consideration shall constitute a good and valid discharge of the obligations of the proposed purchaser to pay such purchaser price to the amount Defaulting Party. The Company shall not pay the consideration to the Defaulting Party until it has delivered to the Company a written confirmation of proceeds actually received by such Holder its acceptance of the transaction as set out in the Third Party Sale; provided further, that Buy-out Notice. Failure to comply with this Clause 4.4 shall always be considered a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion material breach of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawAgreement.

Drag Along Right. Notwithstanding (a) If at any other provision hereof, if any Holder has not exercised its Tagtime one or more Stockholder(s) propose to transfer Shares representing over 50% of all then-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer outstanding shares of Common Stock to any Person, and, such Stockholder(s) (the "DRAG-ALONG RIGHTHOLDERS") have lapsedreceived a bona fide, equal arm's length offer from an Offeror to purchase (including a purchase by merger, consolidation or similar transaction) all of the product outstanding Shares or all or substantially all of the assets of Parent, the Drag-Along Rightholders may send written notice (xthe "DRAG-ALONG NOTICE") to Parent and the total number other Stockholders (such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of Holder’s their Shares held in such sale. Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares in the transaction (including a sale or merger, consolidation or similar transaction) contemplated by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such Third Party; providedtransaction) and (ii) otherwise take all action (or refrain from taking certain actions) necessary to cause the consummation of such transaction, howeverincluding not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Drag-Along Rightholders. (b) In connection with any sale pursuant to this Section 3.3(a), that each such Holder the Drag-Along Seller shall not be permitted make to sell any unvested Holder’s Shares (provided that the Company mayOfferor the same representations, in its sole discretionwarranties, accelerate covenants, indemnities and agreements as the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to Drag-Along Rightholders make in connection with the Third Party Sale is a representation proposed transfer (except that in the case of representations, warranties, covenants, indemnities and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited agreements pertaining specifically to the amount of proceeds actually received by such Holder in the Third Party Sale; provided furtherDrag-Along Rightholders, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice Seller shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by the transferring Drag-Along Rightholders and such Holder Drag-Along Seller severally and not jointly and that the liability of the transferring Drag-Along Rightholders and such Drag-Along Seller thereunder shall indemnify such Holder be borne by each of them on a pro rata basis. The Drag-Along Seller shall receive the same type and amount of consideration (and rights) per Share for any such violation. If the Third Party Sale corresponding class or series of stock (on an as converted basis, if applicable) and the same type and amount of consideration (and rights) for each type of Common Stock Equivalent, in each case, as is paid or delivered to the Drag-Along Rightholders in the form of a merger transaction, each Holder agrees sale pursuant to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawSection 3.3(a).

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Common Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above3(b)(ii)(b)) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s its sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares shares of Common Stock (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares shares of Common Stock held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares shares of Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii3(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling respective Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares shares of Common Stock in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding any other provision hereof(a) In the event that AIL proposes to Transfer to one or more third parties AIL Shares that represent, in the aggregate, fifty percent (50%) or more of the voting power of the Ordinary Shares of the Company then outstanding, if any Holder has not exercised the price per share of the AIL Shares to be Transferred represents a price per Youku Share (on a “look-through” basis) that is no less than the Minimum Drag-Along Price, AIL shall have the right (a “Drag-Along Right”) to require Yunfeng to Transfer or cause to be Transferred to such third part(ies) a percentage of the YF Shares then beneficially owned by Yunfeng and/or its TagAffiliates equal to the percentage of the AIL Shares to be Transferred, on the same material terms and conditions and for the same price per share as the AIL Shares being Transferred to such third part(ies) (a transaction described above, a “Drag-Along Sale”). (b) In order to exercise a Drag-Along Right, AIL shall notify Yunfeng by delivering a written notice of the proposed Transfer (a “Drag-Along Notice”) to Yunfeng, which shall specify that AIL is exercising its Drag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to this Section 2(b)(ii)(B) above) to exercise such Tag5.2, and shall set forth a reasonable description of the material terms and conditions of the proposed Drag-Along Right in respect of a Third Party Sale, then, upon including (i) the demand name of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretionthe proposed transferee(s), such Holder shall sell to the respective Third Party (ii) the number of whole Holder’s AIL Shares proposed to be Transferred and (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (xiii) the total number of Holder’s Shares held price per share. (c) Yunfeng hereby agrees to take all actions reasonably requested by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make AIL in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership consummation of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If Sale, including: (i) executing a written consent and voting the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s YF Shares in favor of such merger Sale, if applicable, (ii) waiving any dissenters’, appraisal and not similar rights, if any, with respect thereto, (iii) consenting to, and raising no objections against, the Drag-Along Sale or the process pursuant to exercise which it was arranged, (iv) executing any rights of appraisal or dissent afforded under applicable lawdocuments that AIL may reasonably require in connection therewith and (v) causing the YF Shares subject to such Drag-Along Sale to be sold to such proposed transferee(s) in such Drag-Along Sale.

Drag Along Right. Notwithstanding any other provision hereof8.1 In the event that after March 13, if any Holder has not exercised its Tag2009 the Holders (as defined in Section 2.2(d)) holding more than 80% of the Series A Shares then in issue (on an as-Along Right with respect to converted basis) (the maximum number “Requisite Holders”) approve of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect the terms of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party written offer for a Trade Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and notify the Company of such approved offer, then, in any such event, each of holders of Series A Shares and the Ordinary Shareholders shall each consent to, vote for and raise no objections to the proposed Trade Sale, and (yi) if the Third Party proposed Trade Sale Percentageis structured as a merger, at consolidation or sale of assets, the same price holders of Series A Shares and the Ordinary Shareholders shall each waive any dissenters’ rights, appraisal rights or any similar rights in connection with such merger, consolidation or sale of assets, (ii) if the proposed Trade Sale is structured as a sale of shares, the holders of Series A Shares and the Ordinary Shareholders shall each agree to sell their shares in the capital of the Company on the same terms and conditions as such Selling Fortress Entity has agreed of the proposed Trade Sale that are approved by the Requisite Holders, and (iii) the holders of Series A Shares and the Ordinary Shareholders shall each take all necessary and desirable actions approved by the Requisite Holders in connection with the consummation of the proposed Trade Sale, including using commercially reasonable efforts to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that procure all other shareholders of the Company mayto consent to such sale as well as the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, in its sole discretionwarranties, accelerate indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such proposed Trade Sale and (B) effectuate the vesting allocation and distribution of any unvested Holder’s Shares); provided further that such Selling Fortress Entity the aggregate consideration upon the consummation of the proposed Trade Sale. 8.2 For purposes of this Agreement, an “Trade Sale” shall use its reasonable, good faith efforts to provide that mean (A) the only representation and warranty acquisition of the Company by another entity, or the acquisition by the Company of another entity, by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) in which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect Company’s shareholders of record as constituted immediately prior to such Holderacquisition will, immediately after such acquisition (by virtue of securities issued as consideration for the Company’s own ownership acquisition or otherwise) fail to hold at least 50% of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear voting power of liens, encumbrances and adverse claims and the resulting or surviving corporation following such acquisition; (B) a sale of all or substantially all of the liability assets of the Company and/or the Group Companies; or (C) the grant of an exclusive license to all or substantially all of the Company’s or the other Group Companies’ intellectual property that is used to generate all or substantially all of the Group’s revenues, and in each case of (A), (B) and (C), the total proceeds of such Holder with respect to any representation and warranty made transaction(s) would result in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawmore than US$100 million.

Drag Along Right. Notwithstanding any other provision hereof2.1.1 In the event of a bona fide firm offer from an unaffiliated third party which, if any Holder has not exercised its Tag-Along Right with respect consummated, would result in such third party owning at least fifty (50) per cent of all Shares then outstanding (regardless of the form of transaction proposed in such offer), and provided that the Majority Shareholders accept such offer (or the Company certifies that the Majority Shareholders are required to accept the maximum number of Holder’s Shares for which such Holder is permitted (offer pursuant to Section 2(b)(ii)(Ban agreement among the Majority Shareholders) above) to exercise such Tag-Along Right in respect of (a Third Party “Trade Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion”), such the Holder shall sell to hereby irrevocably agrees, on written request by the respective Third Party Company, to: (a) transfer the number same pro rata share of whole Holder’s Shares (rounded upwards or downwardsits Shares, on a fully diluted basis, as applicable), whether or not the restrictions transferring Majority Shareholders on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on substantially the same terms and conditions conditions; (b) if a shareholder approval is required, vote (in person, by proxy or by action by written consent, as applicable) all his/her/its Shares in favour of, and adopt, such Selling Fortress Entity has agreed Trade Sale or any measures required for its execution and consummation; (c) execute and deliver all related documentation and take such other action in support of the Trade Sale as shall reasonably be requested by the Company and/or any Majority Shareholder; (d) refrain from exercising any dissenters’ rights, rights of appraisal or similar rights under applicable law at any time with respect to such Trade Sale; and (e) in the event that the sellers, in connection with such Third Party; providedTrade Sale, howeverappoint a shareholder representative with respect to matters affecting the shareholders under the applicable definitive transaction agreements pending and following consummation of such Trade Sale, that each consent to: (i) the appointment of such shareholder representative, (ii) the establishment of any applicable escrow, expense or similar account in connection with any indemnification, purchase price adjustment or similar obligations, and (iii) the payment of such shareholder’s pro rata portion (from the applicable escrow or expense account or otherwise) of any and all reasonable fees and expenses to such shareholder representative in connection with its services and duties in connection with such Trade Sale. 2.1.2 Notwithstanding the foregoing, Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make comply with Section 2.1.1 in connection with any proposed Trade Sale unless: (a) except as provided for in paragraph (b) below, the Third Party Sale is a Holder shall not be liable for the inaccuracy of any representation and or warranty made by any other person or entity in connection with respect to such Holder’s own ownership of Trade Sale, other than the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and Company; (Bb) the liability for indemnification, if any, of the Holder in such Holder with respect to Trade Sale and for the inaccuracy of any representation representations and warranty warranties made by the Company or its stockholders in connection with the Third Party Sale such Trade Sale, is the several liability of such Holder (and not joint with any other personperson or entity (except to the extent that funds may be deposited in and paid out of an escrow established to cover breach of representations and warranties), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to the Holder in connection with such Trade Sale; and (c) and that such liability is shall be limited to the Holder’s applicable share of a negotiated aggregate indemnification amount that applies equally to all stockholders of the Company participating in such Trade Sale but that in no event exceeds the amount of proceeds actually received by such consideration otherwise payable to the Holder in the Third Party connection with such Trade Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion except with respect to claims related to fraud or wilful misconduct by the matters contemplated by this provisoHolder, each Selling Fortress Entity who has delivered a Drag-Along Notice the liability for which need not be limited as to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder; provided that Holder agrees to vote its Holder’s Shares be responsible for any additional reasonable costs incurred by the Company or a Majority Shareholder directly related to ensuring that such Trade Sale complies with the conditions set forth in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawthis Section 2.1.2.

Drag Along Right. Notwithstanding any other provision hereof(a) Prior to an IPO, if any Holder has Person or group (within the meaning of Section 13(d) of the Exchange Act) of Persons who is not exercised its Tagan Affiliate of AIG (such Person or group, a “Drag- Along Acquirer”) offers to acquire an amount of shares of Company Common Stock (whether in connection with a merger or consolidation of the Company, an offer to purchase shares directed to all stockholders, or otherwise) in a transaction that would constitute a Change of Control of the Company (a “Drag-Along Right Sale”), then (i) AIG may deliver to the Stockholder a written notice with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such TagDrag-Along Right in respect of Sale (a Third Party Sale, then, upon “Drag-Along Notice”) and (ii) the demand of any Selling Fortress Entity participating Stockholder shall thereafter be required to participate in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder transaction on the date same terms and conditions as AIG in accordance with the provisions of this Section 5.2. (b) The Drag-Along Notice will include the material terms and conditions of the Drag-Along Notice Sale, including (as defined belowi) the identity of the Drag-Along Acquirer, (ii) the aggregate transaction value, the per share price and the form of consideration (or the right to elect the form of consideration) to be received by AIG and the Stockholder and any other material terms and conditions of the proposed Drag-Along Sale (which per share price and form of consideration (or the right to elect the form of consideration) and other material terms and conditions shall be the same for AIG and the Stockholder and, if such consideration consists in part or in whole of properties, assets or rights other than cash, AIG will provide such information relating to such non-cash consideration as is available to AIG (yprovided that information available to AIG upon request shall be deemed to be available) and the Stockholder may reasonably request in order to evaluate such non-cash consideration), (iii) the Third Party date of anticipated closing of the proposed Drag- Along Sale Percentage(which shall not be less than ten (10) Business Days after the date the Drag-Along Notice is delivered), (iv) the action or actions required of the Stockholder in order to complete or facilitate such proposed Drag Along Sale, (v) a percentage, expressed as a fraction, the numerator of which is the number of shares of Company Common Stock which AIG intends to Sell in such Drag-Along Sale and the denominator of which is the total number of outstanding shares of Company Common Stock then Beneficially Owned by AIG and (vi) copies of the definitive transaction documents relating to the Drag-Along Sale. (c) In connection with a Drag-Along Sale, the Stockholder shall be obligated to (i) vote all of such Stockholder’s shares in favor of the Drag-Along Sale, to the extent the consummation of such sale requires stockholder approval, and shall take any other action reasonably required to waive any dissenters’ rights or rights of appraisal under applicable law (including Section 262 of the Delaware General Corporation Law), (ii) transfer, at the same price time and place and on the same terms and conditions as AIG (including with the same right to elect the form of consideration as is offered to AIG), a number of shares of Company Common Stock equal to (A) the number of shares of Company Common Stock which the Stockholder then Beneficially Owns multiplied by (B) a fraction, the numerator of which is the number of shares of Company Common Stock which AIG intends to Sell in such Selling Fortress Entity has agreed Drag-Along Sale and the denominator of which is the total number of outstanding shares of Company Common Stock then Beneficially Owned by AIG, and (iii) execute and deliver all documents reasonably necessary to with effectuate such Third Partytransaction; providedprovided that, howevernotwithstanding the foregoing or anything to the contrary set forth in this Section 5.2, that each such Holder (1) the Stockholder shall not be permitted subject to sell any unvested Holder’s Shares non-compete covenant, non-solicitation covenant or other similar provision that would bind or purport to restrict the Stockholder or any of its Affiliates, including any restriction or limitation on the ability of the Stockholder or any of its Affiliates to invest in any other Person (it being understood that the Stockholder may be subject to confidentiality restrictions (and with the benefit of any exceptions) on the same terms as AIG), (2) the Stockholder shall not be required to make representations and warranties or covenants or provide indemnities as to any other Person participating in such Drag-Along Sale and the Stockholder shall not be required to make any representations or warranties (but, subject to clause (4) of this proviso, may be required to provide several but not joint indemnities with respect to breaches of representations and warranties made by the Company) about the Company Business (it being understood that the Stockholder may be required to make customary representations and warranties as to its ownership of shares of Company Common Stock, authority, power and legal right to enter into and consummate a purchase or merger agreement and as to whether it has engaged a broker in connection with any such transaction); (3) the Stockholder shall not be liable for the breach of any covenant by any other holder of Company Common Stock or the Company (but shall bear liability severally for breach of any representation, warranty or covenant made specifically by it or relating to its specific ownership of shares of Company Common Stock); and (4) liability relating to representations, warranties and covenants (and related indemnities) and other indemnification obligations regarding the Company Business assumed in connection with the Drag-Along Sale shall be shared by AIG and the Stockholder severally and not jointly pro rata in proportion to the number of shares of Company Common Stock actually transferred by AIG and the Stockholder in such Drag-Along Sale and, in any event, in the case of the Stockholder, shall not exceed the proceeds actually received by the Stockholder in such Drag-Along Sale. (d) If AIG is offered the opportunity in a Drag-Along Sale to receive all or a portion of its consideration in the form of securities of the Drag-Along Acquirer or an Affiliate thereof, or otherwise to rollover or contribute its shares of Company Common Stock immediately prior to the consummation of such Drag-Along Sale into securities of the Drag-Along Acquirer or any Affiliate thereof, then AIG shall make provision so that the Stockholder shall be offered the same opportunity in such Drag-Along Sale (irrespective of any rollover election, if applicable, made by AIG with respect to such transaction). (e) At the closing of any Drag-Along Sale, the Stockholder shall deliver, against receipt of the consideration specified in the Drag-Along Notice, any certificates representing the shares of Company Common Stock which such Stockholder Beneficially Owns, with all endorsements necessary for transfer; provided that the Company maywill return, in its sole discretionor cause the return of, accelerate such certificates promptly upon the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability termination of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a proposed Drag-Along Notice to Sale or the determination that such Holder proposed Drag-Along Sale will not be consummated. (f) The provisions of this Section 5.2 shall indemnify such Holder for any such violation. If terminate upon the Third Party Sale is in the form closing of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawan IPO.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to (a) If both (a) the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect holders of a Third Party Sale, then, upon majority of the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer issued and outstanding shares of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder voting together as a single class on the date of the Dragan as-Along Notice (as defined belowconverted basis) and (yb) the Third Party holders of a majority of the issued and outstanding shares of Class D Common Stock (each voting as a separate class) approve a sale of the Company or all or substantially all of the Company’s assets, whether by means of a merger, consolidation, the sale of capital stock, or otherwise (an “Approved Sale”), then each Investor and the Key Holder hereby agrees to consent to, vote for and raise no objections to the Approved Sale, and (i) shall each waive any and all dissenters rights, appraisal rights or similar rights in connection with such Approved Sale, or (ii) if the Approved Sale Percentageis structured as a sale of the outstanding capital stock of the Company, at the same price each Investor and Key Holder hereby agrees to sell his, her or its Common Stock on the same terms and conditions as such Selling Fortress Entity has agreed approved by the stockholders described in subclauses (a) and (b) above (the “Approving Stockholders”). Each Investor and Key Holder agrees to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that take all necessary and desirable actions approved by the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make Approving Stockholders in connection with the Third Party Sale is a representation consummation of an Approved Sale, including the execution of such agreements and warranty with respect such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Holder’s Approved Sale, provided that such representations, warranties and covenants are made solely by each Investor or Key Holder for his, her or its own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims account; and (B) effectuate the liability allocation and distribution of such Holder with respect the aggregate consideration upon the consummation of the Approved Sale. Notwithstanding any provision of this Section 5.4 to any representation the contrary, the Investors and warranty made in connection with the Third Party Key Holders shall have no obligation under this Section 5.4 unless the aggregate consideration payable upon the consummation of the Approved Sale is to be allocated and distributed in accordance with Article Fourth, Subsection B.2 of the several liability of Company’s Restated Certificate; each ▇. ▇▇▇▇ Price Investor shall have no obligation under this Section 5.4 unless the Approved Sale provides for payment at closing sufficient to return the Class D Original Issue Price (as such Holder (and not joint with any other person) and that such liability term is limited to the amount of proceeds actually received by such Holder defined in the Third Party SaleRestated Certificate) on each share of Class D Common Stock; provided further, that a Holder Deerfield and Roche shall not be obligated to participate in any Third Party Sale pursuant to have no obligation under this Section 2(b)(iii) 5.4 unless the Approved Sale provides for payment at closing sufficient to return the Class C Original Issue Price (as such Holder term is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is defined in the form Restated Certificate) on each share of a merger transaction, Class C Common Stock; and PBM and the PBM Co-Investors shall have no obligation under this Section 5.4 unless the Approved Sale provides for payment at closing sufficient to return the Class B Original Issue Price (as such term is defined in the Restated Certificate) on each Holder agrees to vote its Holder’s Shares in favor share of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawClass B Common Stock.

Drag Along Right. Notwithstanding 8.1 If the Company or the Company’s stockholders receive a bona fide Public Offer from a third party (which will not include any Offer by an Affiliate of the Company or any Group Company) and (i) the management board and supervisory boards of the Company have endorsed, approved, recommended or otherwise supported such Public Offer, (ii) the holders of at least 70% of all issued and outstanding Company Voting Securities (including those held by Investor and/or its Affiliates) have tendered their shares to the third party in connection with such Public Offer (a Public Offer meeting the requirements of clauses (i) and (ii) being an Approved Public Offer) and (iii) Investor and/or any of its Affiliates do not have a bona fide matching (x) counter Public Offer to the Company’s shareholders or (y) other Business Combination Proposal with the Company pending, Investor and its Affiliates shall agree to tender and sell all of their Ordinary Shares and/or ADS in such Public Offer pursuant to this Section 8 to the extent permitted by applicable law and the terms of the Approved Public Offer. 8.2 The Company shall provide Investor a reasonable detailed description of the Approved Public Offer, including (i) the proposed time and place of closing, (ii) the consideration to be received by the stockholders, (iii) the name and address of the person making the Approved Public Offer, (iv) any other provision hereofmaterial terms of the Approved Public Offer (to the extent not sufficiently set out in the offer document related to the approved Public Offer) and (v) confirmation that the Public Offer is an Approved Public Offer (the Public Offer Notice). 8.3 Within two (2) Business Days of receipt of such Public Offer Notice, if any Holder has the offeror declares the Approved Public Offer unconditional in accordance with the Dutch offer rules, Investor shall agree, subject to Section 8.1 above, to tender all of its Ordinary Shares and/or ADS on the terms and conditions of the Approved Public Offer to the extent permitted by applicable law and the terms of the Approved Offer; provided that the payment and other terms applicable to Investor in the Approved Public Offer may not exercised be less favourable to Investor than the terms offered to the other holders of Ordinary Shares and/or ADS; and provided further that Investor shall still be entitled to receive the Anti-Dilution Amount in the event that the Approved Public Offer would result in a Anti-Dilution Acquisition Event in accordance with Section 7. 8.4 Investor shall take all reasonably necessary actions to consummate the sale of its Tag-Along Right Ordinary Shares and/or ADS on the terms and conditions set forth in Section 8.3. 8.5 For the avoidance of doubt, except as specifically set forth in this Section 8, Investor and its Affiliates will retain their rights to vote the Shares and make all decisions with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability divestiture of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawShares.

Drag Along Right. Notwithstanding (i) Anything contained herein to the contrary notwithstanding, if Third Point Re or any Permitted Transferee thereof (the “Initiating Investor”) proposes, pursuant to a bona fide arm’s length agreement with an unrelated third party other than any Hiscox Competitor, (A) the Transfer, directly or indirectly, of all of the Shares of the Company then held by Third Point Re and all of its Permitted Transferees, (B) the merger, amalgamation or consolidation of the Company with or into any other provision hereofPerson or Persons, or (C) the sale by the Company of all or substantially all of its assets to any other Person or Persons (each event described in clauses (A), (B) or (C), a “Sale Proposal”), then the Initiating Investor shall deliver a Sale Notice to each other Investor setting forth the details of such Sale Proposal no later than 30 days prior to the proposed closing date thereof. The Initiating Investor shall have the right to require each other Investor to participate in such Sale Proposal (the “Drag Right”), the exercise of which shall be clearly stated in the Sale Notice. If the Initiating Investor exercises the Drag Right, each other Investor shall be obligated (which obligation shall be enforceable by the Company) to participate in the transaction (a “Required Sale”) contemplated by the Sale Proposal, and, if applicable, to sell all of its Shares and otherwise to take all necessary action to cause the Company and the Investors to consummate such Required Sale, including, if applicable, voting all Shares then owned by such Investor in favor of, or selling any Holder has not exercised its Tag-Along Shares owned thereby in, such Required Sale and waiving any appraisal or similar rights such Investor may have under applicable law with respect thereto. For avoidance of doubt, no Initiating Investor shall have any Drag Right with respect to any proposed transaction to which any Hiscox Competitor is party. (ii) Each Investor shall execute and deliver such instruments of conveyance and transfer and take such other action, including executing any purchase agreement, merger or amalgamation agreement, indemnity agreement, escrow agreement or related documents, as may be reasonably required by the maximum number Company or the Initiating Investor in order to (as applicable) Transfer its Shares and otherwise to approve and consummate a Required Sale in accordance with the terms and provisions of Holder’s Shares for which this Section 3(b), and in furtherance of the foregoing, each Investor shall be required to make to the proposed transferee or purchaser in the Required Sale substantially the same representations, warranties, covenants, indemnities and agreements as the Initiating Investor agrees to make in connection with such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Required Sale, thenand agree to the same conditions to such transaction as such Initiating Investor agrees (except that, upon in the demand case of any Selling Fortress Entity participating in representations, warranties, covenants, indemnities, agreements and conditions pertaining specifically to such Third Party Sale (Initiating Investor, each other Investor shall make comparable representations, warranties, covenants, indemnities and agreements and shall agree to comparable conditions, in each such entity’s sole discretion), such Holder shall sell case to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicableextent applicable and pertaining specifically to itself and only to itself), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company maythat, in its sole discretionall representations, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonablewarranties, good faith efforts to provide that (A) the only representation covenants, indemnities and warranty which such Holder agreements shall be required made by all Investors severally and not jointly, and any liability of the Investors thereunder shall (1) be borne by each of them on a pro rata basis determined according to make the aggregate proceeds to be received by them in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liensRequired Sale, encumbrances and adverse claims and (B2) the liability of such Holder in no event exceed, with respect to any representation and warranty made Investor, the net proceeds to be paid to such Investor in connection with the Third Party Required Sale is (it being understood and agreed that, with respect to representations, warranties, covenants, indemnities and agreements pertaining specifically to any Investor, only such Investor making such representations, warranties, covenants, indemnities and agreements shall have any liability in respect thereof, subject in all cases to the several liability limitation set forth in clause (2) immediately above). (iii) Notwithstanding anything contained in this Section 3(b), in the event that all or a portion of the purchase price in a Required Sale consists of securities and the transfer of such Holder securities to any Investor would require either a registration under the Securities Act, or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (and not joint with or any other personsuccessor regulation) and that or a similar provision of any state securities law, then, at the option of the Company or the Initiating Investor, any one or more of such liability is limited Investors may receive, in lieu of such securities, an amount in cash equal to the amount fair market value of proceeds actually the securities that would have otherwise been received by such Holder Investor in connection with the Third Party Required Sale; provided further, that a Holder shall not such amount to be obligated determined in good faith by the Board. (iv) If any Investor fails or refuses to participate vote or sell his Shares as required by, or votes his Shares in any Third Party Sale pursuant to contravention of, this Section 2(b)(iii) unless 3(b), then such Holder is provided an opinion of counsel Investor hereby grants to the effect that Secretary and the Third Party Sale is not in violation Assistant Secretary of applicable federal and state securities or other laws orthe Company an irrevocable proxy, if such Holder is not provided coupled with an opinion with respect to the matters contemplated by this provisointerest, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s such Shares in favor accordance with the provisions of this Section 3(b), and hereby appoints the Secretary and the Assistant Secretary of the Company his or its attorney-in-fact, to sell such merger and not to exercise any rights Shares in accordance with the provisions of appraisal or dissent afforded under applicable lawthis Section 3(b).

Drag Along Right. Notwithstanding any other provision hereofPCTEL may, if any Holder has not exercised its Tag-Along Right with respect by written notice to the maximum number of Holder’s Shares for which such Holder is permitted Eclipse (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the “Drag-Along Notice (as defined below) and (y) the Third Party Sale PercentageNotice”), at the same price and require Eclipse to sell all of its Membership Interests to such third-party purchaser on the same terms and conditions as such Selling Fortress Entity has agreed substantially identical to with such Third Party; providedthose on which PCTEL will sell its Membership Interests, howeverand Eclipse shall vote for, that each such Holder shall not be permitted consent to sell any unvested Holder’s Shares (provided that and raise no objections against the Company mayApproved Sale. Not in limitation of the foregoing, in its sole discretionconnection with an Approved Sale, accelerate Eclipse agrees to take all steps necessary to comply, and to enable it to comply, with the vesting provisions of any unvested Holder’s Sharesthis Section 9.6(B)(i); provided further that , including without limitation the execution and delivery of appropriate instruments of transfer and such Selling Fortress Entity other agreements and instruments as may reasonably be required by the purchaser or PCTEL for the closing of the Approved Sale at such date and time as PCTEL shall use its reasonable, good faith efforts to provide that specify. In connection with an Approved Sale: (A1) the only representation and warranty which such Holder Eclipse shall be required to make in connection customary representations or warranties relating to (i) its own due incorporation and execution and delivery of the relevant agreements and instruments, (ii) the enforceability of such agreements and instruments against it, (iii) the absence of conflicts with the Third Party Sale is a representation agreements, laws and warranty with respect court and governmental orders applicable to such Holder’s own it, (iv) its ownership of the Holder’s Shares to be Membership Interests being sold by it and its ability to convey title thereto free and clear of liensall liens and encumbrances except those arising under this Agreement, encumbrances and adverse claims and (Bv) such other representations or warranties as are reasonably necessary in order to effect the liability transfer of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder Membership Interests contemplated thereby; (and not joint with any other person2) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder Eclipse shall not be obligated required to participate provide any indemnities except as provided in clause (3); (3) Eclipse may be required to execute and deliver the applicable purchase and sale agreements and in the event that a portion of the purchase price is required by the terms of such agreements to be placed in escrow or otherwise withheld to support purchase price adjustment obligations post-closing (including as it relates to indemnification required by the purchaser in a transaction for breaches of representations or warranties relating to the Company and/or the Membership Interests or assets sold), Eclipse will have a pro rata portion of its purchase price placed in such escrow or otherwise withheld to be utilized to pay any Third Party Sale such purchase price adjustment and/or indemnification obligations; and (4) Eclipse shall not be required to agree to restrictive covenants that would materially impair its ability to conduct its business as conducted as of the date of this Agreement (exclusive of the activities of the Company). Eclipse hereby consents to the appointment of a member representative by the Board for the purposes of all dealings with same and to the indemnification of such member representative for all actions taken in good faith in relation to same, all pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to a member representative agreement in a form approved by the effect that the Third Party Sale is not Board in violation of applicable federal and state securities or other laws orits reasonable discretion, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder which Eclipse agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawexecute promptly upon receipt.

Drag Along Right. Notwithstanding any If a Selected Offer is approved in accordance with clause 11.2(viii) above, then the Board shall deliver or cause to be delivered to the bidder thereof (the “Approved Bidder”) a written notice of acceptance of the Selected Offer. The sale shall be closed within ten (10) Business Days from the date on which all required anti-trust and/or regulatory Authorizations have been cleared (the “Exit Completion Date”). Each Shareholder (other provision hereofthan a Relevant Bidder, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicableany), whether if it voted in favor or not against the restrictions on Selected Offer shall be obligated to Transfer all of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s its Shares held by such Holder on the date of terms and conditions set forth in the Drag-Along Notice (as defined belowSelected Offer approved in accordance with clause 11.2(viii) above and (y) the Third Party Sale Percentage, at the same price and in any event on the same terms and conditions as such Selling Fortress Entity has agreed any other Shareholder (the “Exit Transaction”). Each Shareholder shall be further obligated, (i) to with such Third Party; providedvote its Shares, however, that each such Holder shall not be permitted and instruct its nominated or co-nominated directors to sell any unvested Holder’s Shares (provided that the Company mayvote, in its sole discretion, accelerate the vesting favor of any unvested Holder’s Shares); provided further reasonable actions required or convenient to close the Exit Transaction with the Approved Bidder and, as a result, complete in full the Exit; (ii) to waive any legal and contractual pre-emption rights that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make Shareholder may have in connection with the Third Party Sale is Exit Transaction; and (iii) to enter into any agreements reasonably necessary to effect the Transfer of its Shares in the Exit Transaction and to agree (as to itself) to make on a representation several basis (mancomunadas) to the Approved Bidder the representations and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold warranties required by it under the Selected Offer, if any, and if so required by the Approved Bidder, at least, the following: (a) such Shareholder has full right, title and interest in and to its ability Shares; (b) such Shareholder has all necessary power and authority and has taken all necessary actions to convey title thereto Transfer its Shares as contemplated by this clause; and (c) its Shares are free and clear of liens, encumbrances any and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale all Liens except pursuant to this Section 2(b)(iii) unless Agreement, and to discuss in good faith such Holder is provided an opinion other representations and warranties customary for sellers in this kind of counsel to transactions, as may be reasonably requested by the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawApproved Bidder.

Drag Along Right. Notwithstanding any other provision hereof(a) If one or more Stockholders desire to Transfer at least 50.01% of the Voting Securities of the Company and, if any Holder solely for so long as Section 2.3(c)(xiii) requires such approval, such Transfer has not exercised its Tag-Along Right with respect to been approved by the maximum number of Holder’s Shares for which such Holder is permitted (Required Directors pursuant to Section 2(b)(ii)(B2.3(c)(xiii), then if requested by the Stockholder(s) above) to exercise Transferring such Tag-Along Right in respect of a Third Party Sale, then, upon Voting Securities (the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion“Section 3.5 Transferring Stockholder(s)”), such Holder other Stockholder (together with its Affiliates) (a “Selling Stockholder”) shall be required to sell all of the Equity Securities held by it (it being understood that the termination of the rights of any Stockholder under Section 2.3 shall not affect the obligations of such Stockholder under this Section 3.5). (b) The consideration to be received by a Selling Stockholder shall be the respective Third Party same form and amount of consideration per share to be received by the number of whole Holder’s Shares (rounded upwards or downwards, as applicableSection 3.5 Transferring Stockholder(s), whether or not and the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions of such sale shall be the same as such those upon which the Section 3.5 Transferring Stockholder(s) sells its Equity Securities. In connection with the transaction contemplated by Section 3.5(a) (the “Drag Transaction”), the Selling Fortress Entity has agreed Stockholder will agree to with such Third Partymake or agree to the same customary representations, covenants, indemnities and agreements as the Section 3.5 Transferring Stockholder(s) so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each Stockholder; provided, however, that each such Holder shall any general indemnity given by the Transferring Stockholder(s), applicable to liabilities not be permitted specific to sell any unvested Holder’s Shares (provided that the Company maySection 3.5 Transferring Stockholder(s), in its sole discretion, accelerate to the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make purchaser in connection with such sale shall be apportioned among the Third Party Sale is Selling Stockholders according to the consideration received by each Selling Stockholder and shall not exceed such Selling Stockholder’s proceeds from the sale; provided, further, that any representation made by a representation and warranty with respect Selling Stockholder shall relate only to such Holder’s own ownership of the Holder’s Shares to be sold by it Selling Stockholder and its ability to convey title thereto free Equity Securities. (c) The fees and clear of liensexpenses, encumbrances and adverse claims and (B) the liability of such Holder with respect other than those payable to any representation and warranty made Stockholder or any of their respective Affiliates, incurred in connection with a sale under this Section 3.5 and for the Third Party Sale is benefit of all Stockholders (it being understood that costs incurred by or on behalf of a Stockholder for his, her or its sole benefit will not be considered to be for the several liability benefit of such Holder (and not joint with any other person) and that such liability is limited all Stockholders), to the amount of proceeds actually extent not paid or reimbursed by the Company or the Transferee or acquiring Person, shall be shared by all the Stockholders on a pro rata basis, based on the consideration received by such Holder in the Third Party Saleeach Stockholder; provided further, that a Holder no Stockholder shall not be obligated to participate in make any Third Party Sale out-of-pocket expenditure prior to the consummation of the transaction consummated pursuant to this Section 2(b)(iii3.5 (excluding modest expenditures for postage, copies, etc.). (d) unless such Holder is The Section 3.5 Transferring Stockholder(s) shall provide written notice (the “Drag Along Notice”) to each other Selling Stockholder of any proposed Drag Transaction as soon as practicable following its exercise of the rights provided in Section 3.5(a). The Drag Along Notice shall set forth the consideration to be paid by the purchaser for the securities and the material terms of the Drag Transaction. (e) If any holders of Equity Securities of any class are given an opinion of counsel option as to the effect that form and amount of consideration to be received, all holders of Equity Securities of such class will be given the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect same option. (f) At least ten (10) Business Days prior to the matters contemplated by this provisoconsummation of the sale, each Selling Fortress Entity who has delivered Stockholder shall deliver to the Company to hold in escrow pending transfer of the consideration therefor, the duly endorsed certificate or certificates representing the Equity Securities held by such Selling Stockholder to be sold, and a Dragstock power and limited power-Along Notice of-attorney authorizing the Company to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees take all actions necessary to vote its Holder’s Shares in favor sell or otherwise dispose of such merger securities. In the event that a Selling Stockholder should fail to deliver the Equity Securities, the Company shall cause the books and not records of the Company to exercise any rights show that such Equity Securities are bound by the provisions of appraisal or dissent afforded under applicable lawthis Section 3.5 and that such securities may only be Transferred to the purchaser in such Drag Transaction. (g) Upon the consummation of the Drag Transaction, the acquiring Person shall remit directly to the Selling Stockholder, by wire transfer if available and if requested by the Selling Stockholder, the consideration for the securities sold pursuant thereto.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its TagIn the event that one or more Shareholders holding together more than fifty percent (50%) of the then-Along Right with respect current issued and outstanding shares of Voting Common Stock (the “Majority Shareholders”) desire to sell shares of Common Stock held by such Majority Shareholders representing at least a majority of the maximum number shares of HolderCommon Stock held by all Shareholders in one or more related arm’s Shares for which such Holder is permitted length transactions (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party “Sale”), then, upon delivery of a Sale Notice pursuant to Section 3(b) hereof, each of the demand of any Selling Fortress Entity participating other Shareholders (the “Minority Shareholders”) shall be obligated as such Sale may require to: (i) sell, transfer, and deliver or cause to be sold, transferred or delivered to the acquirer or acquirers in such Third Party Sale (in each such entity’s sole discretion)Sale, such Holder shall sell to an equivalent proportion of the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and Minority Shareholders on the same terms and conditions as such Selling Fortress Entity has agreed the Majority Shareholders shall sell their shares of Common Stock in the Sale, which terms and conditions shall not be materially less favorable to the Minority Shareholders than as set forth in the Sale Notice (as defined below) (without taking into consideration any consulting, non-competition or similar agreement or arrangement that may be offered to the Majority Shareholders in connection with such Third Partythe Sale); provided, however, that each the terms of the Sale shall take into account the relative values of the Voting Common Stock and Non-Voting Common Stock with respect to differences in voting rights of each; (ii) vote all such Holder shall not be permitted to sell Minority Shareholder’s shares of Common Stock at any unvested Holder’s Shares meeting of the shareholders called in part for such purpose (provided that or execute a written consent in lieu thereof) in favor of the Company may, in its sole discretion, accelerate the vesting Sale; and (iii) refrain from exercising any applicable dissenters’ rights or rights of appraisal under applicable law at any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty time with respect to such Holder’s own ownership matters. If the Corporation is unable, for any reason whatsoever, to secure the signature of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect any Shareholder to any representation and warranty made applicable document in connection with such Sale, then by signing this Agreement such Shareholder hereby irrevocably designates and appoints the Third Party Sale is the several liability Corporation’s Board of Directors (or any designee thereof) as such Holder (Shareholder’s agent and not joint with any other person) attorney-in-fact, to act on behalf of, execute and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for file any such violation. If the Third Party Sale is in the form of a merger required document and to do all other lawfully permitted acts to further such proposed transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding any other provision hereof(a) Subject to the terms of Section 8(b) and notwithstanding the requirements that would otherwise apply pursuant to Section 8(c), if any Holder has not exercised its Tagone or more Stockholders (the “Compellors”) shall, in any transaction or series of related transactions, directly or indirectly, propose to sell for value in the aggregate at least seventy-Along Right with respect to six percent (76%) of the maximum number of Holder’s then outstanding Applicable Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) abovethe “Controlling Shares”) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon third party or parties (the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the “Drag-Along Notice Purchaser(s)”) other than Specified Transferees of such Compellors (the “Drag-Along Offer”), the provisions set forth in this Section 6 shall apply at the option of the Compellors. The Compellors may, at their option, require all of the other Stockholders, including any Permitted Transferees thereof (the “Compelled Stockholders”), to sell all shares of Capital Stock owned or held by them (or, if the Compellors are not selling all of the shares of Capital Stock owned by the Compellors, then the same portion of the shares of Capital Stock owned or held by the Compelled Stockholders as defined belowthe Compellors are selling) to such Drag-Along Purchaser(s) for the same consideration (or, if there is a choice as to the form of consideration, then each Compelled Stockholder shall have the same choice as the Compellors, provided that, in the event that any securities are part of the consideration payable, any Stockholder that is not an “accredited investor” within the meaning of Rule 501 under the Securities Act may, in the sole discretion of the Board of Directors of the Corporation (the “Board”), receive, and hereby agrees to accept, in lieu of securities, cash consideration with an equivalent value to such securities as reasonably determined by the Board) and (y) the Third Party Sale Percentage, at the same price and otherwise on the same terms and conditions upon which the Compellors sell their shares of Capital Stock, subject to this Section 6. (i) The Compellors shall provide a written notice (the “Drag-Along Notice”) of such Drag-Along Offer to each of the Compelled Stockholders, with a copy to the Corporation, not later than the day after the date of acceptance of the Drag-Along Offer by the Drag-Along Purchaser(s). The Drag-Along Notice shall contain written notice of the exercise of the rights of the Compellors pursuant to Section 6(a) setting forth the consideration to be paid by the Drag-Along Purchaser(s) and all other material terms and conditions of the Drag-Along Offer, as well as a copy of the Drag-Along Offer, and definitive documentation of the transaction, if available. Within ten (10) Business Days following the date the Drag-Along Notice is given, each of the Compelled Stockholders shall deliver to the Compellors a special irrevocable power-of-attorney authorizing the Compellors, on behalf of such Selling Fortress Entity has agreed Compelled Stockholder, to sell or otherwise dispose of such shares of Capital Stock pursuant to the terms of the Drag-Along Offer and to take all such actions as shall be necessary or appropriate in order to consummate such sale or disposition. (ii) Promptly after the consummation of the sale of shares of Capital Stock of the Compellors and the Compelled Stockholders to the Drag-Along Purchaser(s) pursuant to the Drag-Along Offer, but in no event more than two (2) Business Days thereafter, the Compellors shall remit to the Compelled Stockholders the total sales price of the shares of Capital Stock of the Compelled Stockholders sold pursuant thereto less a pro rata portion of the expenses (including reasonable legal expenses) incurred by the Compellors in connection with such Third Partysale. (iii) If, at the end of the 180-day period following the giving of the Drag-Along Notice, the Compellors shall not have completed the sale of all the Controlling Shares and the shares of Capital Stock of the Compelled Stockholders, then no Stockholder shall have any obligation with respect to such Drag-Along Offer; provided, that the provisions of this Section 6 shall apply to any subsequent Drag-Along Offer. (iv) Except as expressly provided in this Section 6, the Compellors shall have no obligation to any Compelled Stockholder with respect to the sale or other disposition of any shares of Capital Stock owned by the Compelled Stockholder, and in particular, the Compellors shall have no obligation to any Compelled Stockholder to consummate any Drag Along Offer (it being understood that any and all such decisions shall be made by the Compellors in their sole discretion). In the event that the Drag-Along Offer is not consummated by the Compellors, the Compelled Stockholders shall not be entitled to sell or otherwise dispose of shares of Capital Stock directly to any third party or parties pursuant to such Drag-Along Offer (it being understood that all such sales and other dispositions shall be made only on the terms and pursuant to the procedures set forth in Sections 3, 4, 5, 6, 7 and 8). (c) In furtherance of, and not in limitation of the foregoing, in connection with any compelled sale, each Stockholder will (i) raise no objections in its capacity as a stockholder of the Corporation, will consent to, vote for and raise no objections to such transaction or the process pursuant to which it was arranged, and waive dissenting rights, if any, and (ii) execute all documents containing such terms and conditions as those executed by other Stockholders that are reasonably necessary to effect the transaction; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) no Compelled Stockholder shall be required to enter into a non-compete or non-solicitation or no-hire provision, a provision providing for the only representation licensing of intellectual property or the delivery of any products or services, or any other provision that is not a strictly financial term related directly to the sale of the shares of Capital Stock, (B) the liability of the Stockholders is several and warranty not joint, (C) no Compelled Stockholder shall have any liability for any breaches of the representations, warranties or covenants of any other Stockholder, (D) any obligations and/or liabilities of Compelled Stockholders under the agreement governing such transaction and any related escrow agreement shall be borne pro rata among such Stockholders based on the proceeds and assets payable to such Stockholders in such transaction (other than any such obligations that relate specifically to a particular Stockholder’s shares of Capital Stock, which obligations shall be borne solely by such Holder Stockholder) and shall in no event exceed the actual proceeds and assets received by such Compelled Stockholder in such transaction, (E) no Compelled Stockholder shall be required to make any representations or warranties or covenants in connection with the Third Party Sale is a representation and warranty such transaction except with respect to (1) such HolderCompelled Stockholder’s own ownership of its shares of Capital Stock, (2) subject to the Holderprovisions of clauses (B) and (C) above, customary security holder indemnities for breaches of representations, warranties and covenants, (3) such Compelled Stockholder’s Shares to be sold by it and its ability to convey title thereto to its shares of Capital Stock free and clear of liens, encumbrances (4) such Compelled Stockholder’s ability to enter in the transaction and adverse claims such Compelled Stockholder’s power and organization and (B5) customary and reasonable covenants regarding confidentiality, publicity and similar matters and (F) if any Stockholder is given an option as to the liability form of consideration to be received, all other Stockholders shall be given the same option on the same terms; provided that, in the event that any securities are part of the consideration payable, each Stockholder that is not an “accredited investor” within the meaning of Rule 501 under the Securities Act may, in the sole discretion of the Board, receive, and hereby agrees to accept, in lieu of securities, cash consideration with an equivalent value to such Holder with respect securities as reasonably determined by the Board. (d) Notwithstanding anything in this Section 6 to the contrary, if the Compellors or any representation and warranty made of their respective Representatives, directly or indirectly, receive any consideration from the Drag-Along Purchaser(s) or any of its Affiliates in connection with a compelled sale other than the Third Party Sale consideration that is received by all the several liability Stockholders on a pro rata basis as part of the compelled sale, then the Compellors shall cause each of the Compelled Stockholders to receive their pro rata share, determined by reference to the respective amounts of consideration otherwise payable to each Stockholder (including the Compellors) as part of the compelled sale, of such Holder consideration. (and e) This Section 6 shall not joint with any other person) and that such liability is limited apply to Transfers of shares of Common Stock made pursuant to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawInitial Public Offering.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Common Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above3(b)(ii)(b)) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares shares of Common Stock (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares shares of Common Stock held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares shares of Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii3(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares shares of Common Stock in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding (a) After the Lock-up Expiration Date, except for any other provision hereofTransfer to a Permitted Transferee, if any Holder has not exercised its TagPrincipal Investor or group of Principal Investors desires to make a Transfer of Sunnova Securities constituting seventy-Along Right with respect to five percent (75%) or more of the maximum number of Holder’s Shares for which such Holder is permitted outstanding Series A Common Stock (pursuant to Section 2(b)(ii)(B) aboveon a fully-diluted, as-converted basis) to exercise any third party and such Tag-Along Right in respect Transferring Investor(s) has satisfied the requirements of a Third Party SaleSection 3.4, then, upon each remaining Investor (the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the “Drag-Along Notice (as defined belowInvestors”) and (y) the Third Party Sale Percentageshall, at the same price option of the Transferring Investor(s) (the “Drag-Along Right”), Transfer their Sunnova Securities (including Series B Common Stock issuable upon exercise of any Vested Options and any options that vest as a result of the consummation of the Transfer to the third party but not including any Series B Common Stock issuable upon exercise of any unvested Options) on the same terms and conditions as the Transfer of Offered Securities in the proposed Transfer (a “Drag-Along Sale”). The Company may require a Management Investor that is a Drag-Along Investor to exercise such Selling Fortress Entity has agreed Management Investor’s Vested Options, in whole or in part, prior to or simultaneously with the closing of any transaction or transactions described in this Section 3.5. If the Transferring Investor(s) elects to exercise its Drag-Along Right under this Section 3.5, then it shall so notify each Drag-Along Investor in writing (“Drag-Along Notice”). Each Drag-Along Notice shall (i) set forth the number of Offered Securities, (ii) specify in reasonable detail the identity of the Offeror, (iii) specify in reasonable detail the amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration, such Third Party; provided, however, that each such Holder shall not information available to the Transferring Investor as may be permitted to sell any unvested Holder’s Shares (provided that reasonably necessary for the Drag-Along Investors and the Company mayto properly analyze the economic value and investment risk of such non-cash consideration) and (iv) specify any other material terms and conditions of the proposed Transfer. Upon receipt of any Drag-Along Notice, each Drag-Along Investor shall, subject to the provisions of this Section 3.5, cooperate and use its commercially reasonable efforts to facilitate the Transfer and shall sign such instruments and take such action as may be reasonably required to consummate the Transfer. If, and only if, a Drag-Along Investor breaches the immediately preceding sentence and has not cured such breach within five (5) Business Days after receipt of written notice thereof from the Transferring Investor with a specific explanation of the alleged breach and the required corrective action (such notice a “Drag Breach Notice” and such Drag-Along Investor, a “Drag Breaching Investor”), then such Drag Breaching Investor is deemed to hereby make, constitute and appoint the Transferring Investor, with full power of substitution and re-substitution, as such Drag Breaching Investor’s true and lawful attorney-in-fact for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file and record any and all documents and to take any actions to the extent required to be taken by the Drag Breaching Investor pursuant to the immediately preceding sentence and set forth in the Drag Breach Notice. The parties hereto acknowledge that any such power of attorney is coupled with an interest and is irrevocable. Notwithstanding the foregoing, in its sole discretionthe event that more than fifty percent (50%) of the proceeds to be received by the Drag-Along Investors is not cash, accelerate the vesting Transferring Investor will not have the right to exercise the Drag-Along Right unless approved by a Board Supermajority. (b) The proceeds of any unvested Holder’s Shares); provided further that such Selling Fortress Entity the Drag-Along Sale shall use its reasonable, good faith efforts be allocated to provide that the Transferring Investors and the Drag-Along Investors in accordance with Article IV.3(b) of the Restated Certificate as if (A) such transfer were a Deemed Liquidation Event (as defined in the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims Restated Certificate) and (B) the liability Offered Securities sold in accordance with this Section 3.5 were the only Sunnova Securities outstanding. For purposes of such Holder this Section 3.5(b), a Management Investor that [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. holds Vested Options that are not exercised prior to or simultaneously with the closing of the transaction shall receive, with respect to any representation and warranty made in connection with such Vested Options, the Third Party Sale is the several liability of such Holder (and not joint with any other person) and consideration that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not would otherwise be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion payable with respect to the matters contemplated by this provisoshares of Series B Common Stock underlying such Vested Options, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If minus the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor aggregate exercise price of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawVested Options.

Drag Along Right. Notwithstanding (a) In the event that RN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) of the then outstanding shares of Voting Stock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent (25%) of the then outstanding shares of Voting Stock) (for purposes of this Section 3.06, each, an “Original Stockholder”) shall have jointly entered into an agreement with any other provision hereofPerson (such Person, if any Holder has not exercised a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be entitled, at its Tagoption, to require each Stockholder holding less than fifteen percent (15%) of the then outstanding shares of Voting Stock (the “Drag-Along Party”) to include all of its Voting Stock in such sale (the “Drag-Along Right”). The Drag-Along Right with respect shall be exercised by written notice (the “Drag-Along Notice”) to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such TagDrag-Along Right in respect Party, at least thirty (30) days prior to closing of a Third Party Salethe proposed Transfer, thenof the identity of the Drag-Along Purchaser, upon the demand of any Selling Fortress Entity participating in such Third Party Sale consideration offered for the transferring Stockholder’s Voting Stock (in each such entity’s sole discretionthe “Drag-Along Price”), such Holder the terms of the Drag-Along Purchaser’s financing (if any and if known), the anticipated date of closing of the proposed Transfer and any other material terms and conditions of the proposed Transfer (the “Drag-Along Terms”). The Drag-Along Party shall be obligated to sell all of its Voting Stock to the respective Third Party Drag-Along Purchaser on the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, Drag-Along Terms at a price equal to the product of (x) the total number ratio of Holder’s Shares held by such Holder on the date percentage of ownership of Voting Stock then outstanding of the Drag-Along Notice (as defined below) Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third PartyDrag-Along Price; provided, however, that each the holders of shares of Preferred Stock shall be entitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the Charter to the extent applicable. At the closing of such Holder Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor. Each party shall bear its own expenses in connection with a Transfer pursuant to this Section 3.06. (b) Notwithstanding the foregoing, a Drag Along Party will not be required to comply with Section 3.06(a) above in connection with any proposed Transfer of Voting Stock (the “Proposed Sale”) unless (i) the Drag Along Party shall not be permitted to sell any unvested Holder’s Shares (provided that liable for the Company may, in its sole discretion, accelerate the vesting inaccuracy of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and or warranty which such Holder shall be required to make made by any other Person in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of Proposed Sale, other than the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims Company and (Bii) the liability for indemnification, if any, of such Holder with respect to Drag Along Party in the Proposed Sale and for the inaccuracy of any representation representations and warranty warranties made by the Company in connection with the Third Party Sale such Proposed Sale, is the several liability of such Holder (and not joint with any other person) Person, and that such liability is limited pro rata in proportion to the amount of proceeds actually received by such Holder consideration paid to the Original Stockholders and any other Drag Along Parties in the Third Party Proposed Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding any other provision hereof(a) Following compliance with the procedures of Section 2.3, if any Holder has not exercised its Tag-Along Right with respect in the event one or more Stockholders holding more than 50% (or, to the maximum number extent that at such time the Investor Holders own less than 60% of Holder’s Shares the outstanding shares of common stock, Investor Holders holding more than 40%) of the outstanding shares of Common Stock in the aggregate (the "Transferor") propose to Transfer for which such Holder cash or marketable equity securities traded or quoted on a national exchange or quotation system all of the shares of Common Stock held by the Transferor to a third party that (i) is permitted not an Affiliate of the Transferor and (pursuant to Section 2(b)(ii)(Bii) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale event the Transfer (in each whole or in part) is in exchange for marketable equity securities, the issuer of such entity’s sole discretionsecurities has an equity market capitalization of at least $1,000,000,000 (a "Transferee"), such Holder shall sell Transferor or such Transferee, to the respective Third Party extent authorized by such Transferor, may require the number of whole Holder’s Shares (rounded upwards Other Stockholders and any Investor Holders to participate in such Transfer and sell or downwards, as applicable), whether or not transfer all the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on Stockholders in the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price manner and on the same terms and conditions (or on terms and conditions, in the case of Class B Common Stock, appropriately adjusted to account for the applicable rights upon liquidation) as such Selling Fortress Entity has agreed Transferor (the "Drag-Along Right"). (b) No later than twenty (20) days prior to with the consummation of the Transfer, the Transferor shall deliver a written notice to the Other Stockholders (and any Investor Holder) specifying the names and address of the proposed parties to such Third Party; providedTransfer and the terms and conditions thereof. In the event such written notice is given, howeverany warrants and options held by each Stockholder which are then presently exercisable (or become exercisable as a result of the transaction that is the subject of the notice), that shall be exercised by the Stockholders for Common Stock, which Common Stock shall also be subject to the Drag-Along Right, and such options and warrants to the extent not then exercisable (or to the extent such options and warrants would not become exercisable as a result of such transaction) shall automatically be cancelled. The closing of the Transfer shall be held at such time and place as the Transferor or the Transferee shall reasonably specify. Prior to or at such closing, each Stockholder shall deliver stock certificates representing its Shares, duly endorsed for transfer, and each such Holder Stockholder shall not be permitted to sell any unvested Holder’s represent and warrant that (i) such Stockholder is the record and beneficial owner of such Shares and (provided that the Company may, in its sole discretion, accelerate the vesting ii) such Shares are being transferred free and clear of any unvested Holder’s Sharesliens, charges, claims or encumbrances (other than restrictions imposed pursuant to applicable Federal and state securities laws and this Agreement); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts . Each Stockholder agrees to provide that (A) the only representation take all actions necessary and warranty which such Holder shall be required to make desirable in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership consummation of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear Transfer, including without limitation, the waiver of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect all appraisal rights available to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded Stockholder under applicable law, and shall make such additional representations and warranties as shall be customary in transactions of a similar nature.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect event the holders of a Third Party Salemajority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, thento any non-Affiliate(s) of the Company or any of the Majority Shareholders, upon or to cause the demand Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any Selling Fortress Entity participating in such Third Party Sale of the Majority Shareholders (in each such entity’s sole discretioncase, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), such Holder the Optionee, including any Permitted Transferees, shall sell be obligated to and shall upon the written request of a Majority Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the respective Third Party the number of whole Holder’s Buyer, his or her Issued Shares (rounded upwards including for this purpose all of such Optionee’s or downwards, his or her Permitted Transferee’s Issued Shares that presently or as applicable), whether or not a result of any such transaction may be acquired upon the restrictions on Transfer exercise of Common Stock have lapsed, equal to options (following the product of (x) the total number of Holder’s Shares held by such Holder on the date payment of the Drag-Along Notice (as defined belowexercise price therefor)) and (y) the Third Party Sale Percentage, at the same price and on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and conditions the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such Selling Fortress Entity has agreed instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 11. Notwithstanding the foregoing, in connection with any Sale the Optionee shall not be required to make any representations and warranties other than (i) representations and warranties as to the title of his Shares and his power, authority and right to enter into the Sale without contravention of law or contract and (ii) such Third Partyrepresentations and warranties concerning the Company as the Majority Shareholders shall make; provided, however, that each any liability for any breach thereof shall be borne by the Optionee on a pro rata basis based upon the consideration in respect of his Shares received by the Optionee and shall not exceed the amount of such Holder consideration received by the Optionee. Further, notwithstanding the foregoing, Optionee shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make execute any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents containing terms applicable to the Optionee that are different in connection with any material respect from the Third Party Sale is a representation terms applicable to the Majority Shareholders (after due adjustment for the relative rights and warranty with respect to such Holder’s own ownership preferences of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder as provided in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to Company’s charter). The obligations under this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not 11 shall terminate in violation of applicable federal and state securities or other laws or, if such Holder is not provided accordance with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawSection 14(a).

Drag Along Right. Notwithstanding (a) If, at any other provision time following the fifth (5th) anniversary of the date hereof, if either Weider or TPG proposes to Transfer Beneficially Owned Shares in connection with a Qualified Change of Control, other than a Transfer by TPG to any Holder of its Affiliates, the party proposing such Transfer (the “Dragging Party”) shall have the right, exercisable upon ten (10) Business Days’ prior written notice to the other party (a “Drag-Along Sale Notice”), to require such other party (the “Non-Dragging Party”) to sell a number of Shares equal to its Pro Rata Portion, to the Proposed Transferee on the same terms and conditions, including the same price per Share as the Dragging Party. If such proposed Transfer has not exercised its Tag-Along Right with respect to been consummated by the maximum number end of Holder’s Shares for which such Holder is permitted the one hundred eightieth (pursuant to Section 2(b)(ii)(B180th) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on day after the date of delivery of the Drag-Along Sale Notice, such Drag-Along Sale Notice shall be null and void and the Non-Dragging Party shall be released from its obligations under this Section 4.4, and, in order to consummate a Transfer in accordance with this Section 4.4, it shall be necessary for the Dragging Party to deliver a separate Drag-Along Sale Notice, and the Dragging Party shall be required to separately comply with the terms and provisions of this Section 4.4. (as defined belowb) and Upon receipt of a Drag-Along Sale Notice, the Non-Dragging Party agrees to cooperate in consummating the proposed Transfer, including, without limitation, by (yi) becoming a party to the Third Party Sale Percentage, at the same price and definitive documentation evidencing such Transfer on the same terms and conditions as the Transferring party (including purchase price per Share), (ii) delivering, at the consummation of such Selling Fortress Entity has agreed Transfer, the stock certificates and other instruments for such Shares duly endorsed for Transfer, free and clear of all Encumbrances, (iii) voting or consenting in favor of such transaction (to the extent a vote or consent is required), and (iv) taking any other commercially reasonable necessary or appropriate actions required to consummate the Transfer, including, without limitation, the execution and delivery of any other reasonably appropriate agreements, certificates, instruments, or other documents. (c) Each of the Dragging Party and Non-Dragging Party shall be responsible for its proportionate share (apportioned pro rata based on the number of Shares to be sold pursuant to the Drag-Along Sale Notice) of all third-party expenses incurred in connection with such Third PartyTransfer (except to the extent such expenses may have previously been, or may be paid or reimbursed by the Company or the Proposed Transferee) and all liabilities for indemnification with respect to breaches of representations and warranties made in connection with such Transfer in respect of the Company or its Business (which liabilities shall include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments); provided, however, that that, all such liabilities shall be on a several and not joint basis, such liabilities to be apportioned based on the consideration received by each of the Dragging Party and Non-Dragging Party. Notwithstanding anything to the contrary set forth herein, (i) the aggregate amount of any such Holder liabilities or obligations for which the Non-Dragging Party shall be responsible shall not be permitted exceed the gross proceeds received by the Non-Dragging Party pursuant to sell any unvested Holder’s Shares such Transfer, and (provided that ii) neither the Company may, in its sole discretion, accelerate Dragging nor the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder Non-Dragging Party shall be required to make in connection with the Third Party Sale is a representation and warranty responsible for any indemnification obligations or liabilities (including, without limitation, by means of escrow or holdback arrangements) for breaches of representations or covenants, or for related escrow or holdback claims made with respect to such Holderother party’s own (u) ownership of or title to Shares, (v) organization, (w) authority, (x) conflicts or consents required to consummate the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear Transfer, or in respect of liens, encumbrances and adverse claims and (By) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received representation made by such Holder in other party concerning the Third Party Sale; provided furthersuch other party, that a Holder shall not be obligated to participate in or (z) for breaches of any Third Party Sale pursuant to this Section 2(b)(iii) unless covenant specifically made by such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawparty.

Drag Along Right. (i) Notwithstanding any other provision hereofcontained in this Agreement, if at any Holder has not exercised its Tag-time the Board shall approve a Change in Control of Development, specifying that this subsection (e) shall apply, then Development shall provide written notice of such approval (the “Drag Along Right with respect Notice”) to the maximum number Class B Party, and the Class B Party hereby agrees: (A) if such transaction requires the approval of Holder’s Shares for which such Holder is permitted (pursuant the Members, to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale vote (in each such entity’s sole discretion)person, such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards by proxy or downwardsby action by written consent, as applicable), whether with respect to all Membership Interests that such Class B Party owns or not over which such Class B Party otherwise exercises voting power, in favor of such Change in Control and, if directed by the restrictions on Transfer Board, to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of Common Stock have lapsedDevelopment to consummate such Change in Control; (B) if such Change in Control is structured as a sale of Membership Interests, equal to sell the product same proportion of (x) the total number of Holder’s Shares Membership Interests beneficially held by such Holder on Class B Party as is being sold by the date of Class A Party to the Drag-Along Notice (as defined below) and (y) person or entity to whom the Third Class A Party Sale Percentageproposes to sell its Membership Interests, at the same price and on the same terms and conditions as the Class A Party; (C) to execute and deliver all related documentation and take such Selling Fortress Entity has agreed other action in support of the Change in Control as shall reasonably be requested by the Board in order to carry out the terms and provisions of this subsection (e), including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, LLC Certificates duly endorsed for transfer (free and clear of impermissible liens, claims, and encumbrances), and any similar or related documents; (D) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Third PartyChange in Control; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares and (provided E) that the Company mayproxy granted pursuant to subsection (iv) below shall become exercisable automatically by the Proxy Holder without any further action on the part of such Class B Party. (ii) Each Drag-Along Notice required by subsection (e)(i) above shall include reasonable details of the Change in Control including, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that following: (A) the only representation proposed time and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership place of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear closing of liens, encumbrances and adverse claims the Change in Control; and (B) the liability substantive terms and conditions of the Change in Control including (1) the purchase price and terms of payment, (2) the identity of the purchaser, and (3) a copy of any term sheet or definitive documents governing such Holder Change of Control. (iii) Notwithstanding the foregoing, the Class B Party will not be required to comply with respect to this subsection (e) in connection with any specific Change in Control (the “Proposed Change in Control”) unless: (A) the Class B Party shall not be liable for the inaccuracy of any representation and or warranty made by any other Person in connection with the Third Party Sale is Proposed Change in Control, other than Development; (B) the several liability for indemnification, if any, of such Holder (Class B Party in the Proposed Change in Control and for the inaccuracy of any representations and warranties made by Development in connection with such Proposed Change in Control, is several and not joint with any other personPerson, and is pro rata in accordance with the portion of the proceeds received by such Class B Party in the Change in Control; (C) and that such liability is shall be limited to the amount of proceeds consideration actually received paid to such Class B Party in connection with such Proposed Change in Control, except with respect to (1) representations and warranties of such Class B Party related to authority, ownership of the Membership Interests held by such Holder Class B Party and the ability to convey title to such Membership Interests, (2) any covenants made by such Class B Party with respect to confidentiality or voting related to the Proposed Change in Control, or (3) claims related to fraud or willful breach by such Class B Party, the Third Party Sale; provided further, that a Holder shall liability for which need not be obligated to participate limited; and (D) the Proposed Change of Control provides for the Class B Party receiving the greatest consideration on an Allocation Percentage basis and otherwise on the best terms by which any Class A Party receives in any Third Party Sale such Proposed Change of Control. (iv) As security for the performance of the Class B Party’s obligations pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel subsection (e), the Class B Party hereby grants to the effect that Class A Party (the Third Party Sale is not “Proxy Holder”), with full power of substitution and resubstitution, exercisable automatically upon receipt of Board approval of a Change in violation Control subject to a Drag Along Notice, an irrevocable proxy to vote all Membership Interests held by such Class B Party, at all meetings of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion the Members held after the date of this Agreement with respect to a Change in Control subject to a Drag Along Notice, or to execute any written consent in lieu thereof, and hereby irrevocably appoints the matters contemplated by this provisoProxy Holder, each Selling Fortress Entity who has delivered a Dragwith full power of substitution and resubstitution, as the Class B Party’s attorney-Along Notice in-fact with authority to such Holder shall indemnify such Holder for sign any documents with respect to any such violationvote or any actions by written consent of the Members taken after the date of this Agreement, in either case in connection with matters directly related to a Change in Control subject to a Drag Along Notice. If the Third Party Sale is in the form of a merger transaction, each Holder agrees This proxy shall be deemed to vote its Holder’s Shares in favor of such merger be coupled with an interest and not to exercise any rights of appraisal or dissent afforded under applicable lawshall be irrevocable.

Drag Along Right. Notwithstanding any other provision hereof(i) If (a) a Selling Party has complied with Sections 2.01(d), if any Holder (b) the Non-Selling Party has elected not exercised to acquire the Subject Interest or has failed to make an election before the expiration of the ROFR Offer Period (c) such Selling Party is proceeding with the Transfer of the Subject Interest pursuant to Section 2.01(d)(iii) and (d) the Subject Interest which the Selling Party proposes to Transfer represents more than fifty percent (50%) of the then outstanding Common Shares, then the Selling Party may require the Non-Selling Party to sell in such Transfer (a “Drag-Along Transfer”), on substantially the same terms and conditions set forth in the Sale Notice, the same proportion of its Common Shares as is proposed to be sold by the Selling Party in lieu of the Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B2.01(e). (ii) aboveThe Selling Party shall give the Non-Selling Party written notice at least twenty five (25) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell days prior to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the anticipated closing date of the Drag-Along Notice Transfer (as defined below) and (y) a “Drag-Along Notice”). Upon delivery of the Third Drag-Along Notice, the Non-Selling Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make sell to the Transferee the same proportion of its Common Shares as the Selling Party actually sells pursuant to the Drag-Along Transfer. (iii) The Selling Party may elect in connection with its discretion to terminate or otherwise not to sell any of its Common Shares in the Third Drag-Along Transfer (and shall not otherwise be deemed to owe any duty or responsibility to the Non-Selling Party Sale is a representation and warranty with to proceed), in which case, the obligations under this Section 2.01(f) in respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect Drag-Along Transfer shall cease. (iv) If for any reason the Selling Party elects to terminate or otherwise not to sell any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder its Common Shares in the Third Party Sale; provided furtherDrag-Along Transfer, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless or such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered Transfer would no longer qualify as a Drag-Along Notice Transfer, or such Drag-Along Transfer should fail to such Holder shall indemnify such Holder for close, the Selling Party must comply with the provisions set forth in Sections 2.01(d) and 2.01(e), to the extent applicable, prior to making any such violation. If the Third Party Sale is in the form subsequent Transfer of a merger transaction, each Holder agrees to vote all or any portion of its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawCommon Shares.

Drag Along Right. Notwithstanding If the Investors holding at least eighty seven percent (87%) of the Preferred Stock, voting together as a single class on an as-converted basis (the “Requisite Investors”), approve a sale of the Company or all or substantially all of the Company’s assets, whether by means of a merger, consolidation or sale of stock or assets, or otherwise (an “Approved Sale”), the Key Holders and the Investors shall each consent to, vote for, and raise no objections to the Approved Sale, and (i) if the Approved Sale is structured as a merger or consolidation of the Company, or a sale of substantially all of the Company’s assets, the Key Holders and Investors shall each waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) if the Approved Sale is structured as a sale of the stock of the Company, the Key Holders and Investors shall each agree to sell their Key Holder Shares and Investor Shares on the terms and conditions approved by the Requisite Investors, provided such terms do not provide that the Key Holder or Investor would receive less than the amount that would be distributed to the Key Holder or Investor in the event the proceeds of the Approved Sale were distributed in accordance with the Company’s Certificate of Incorporation, as amended (the “Charter”). The Key Holders and the Investors shall each take all necessary and desirable actions approved by the Requisite Investors in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other provision hereofactions reasonably necessary to (x) provide the representations, if any Holder has not exercised its Tagwarranties, indemnities, covenants, conditions, non-Along Right compete agreements (with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretionKey Holders), escrow agreements and other provisions and agreements relating to such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) Approved Sale and (y) effectuate the Third Party allocation and distribution of the aggregate consideration upon the Approved Sale. Notwithstanding anything to the contrary herein, no Key Holder or Investor shall be required to provide (a) representations and warranties in connection with an Approved Sale Percentageother than those pertaining to authorization, at ownership, due execution, binding obligations and, if a sale of stock, the same price absence of liens on such stock or (b) indemnification in excess of its pro rata portion of the proceeds received by the Key Holders and on the same terms and conditions as Investors in such Selling Fortress Entity has agreed to with such Third PartyApproved Sale; provided, however, that each in no event shall such Key Holder shall not or Investor, as applicable, be permitted to sell liable for any unvested Holder’s Shares (provided that the Company may, amount in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership excess of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Key Holder or Investor, as applicable, in the Third Party such Approved Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect event the holders of a Third Party Salemajority of the Company's equity securities then outstanding (the "Majority Shareholders") determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, thento any non-Affiliate(s) of the Company or any of the Majority Shareholders, upon or to cause the demand Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any Selling Fortress Entity participating in such Third Party Sale of the Majority Shareholders (in each such entity’s sole discretioncase, the "Buyer") in a bona fide negotiated transaction (a "Sale"), such Holder the Optionee, including any Permitted Transferees, shall sell be obligated to and shall upon the written request of the Majority Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the respective Third Party the number of whole Holder’s Buyer, his or her Issued Shares (rounded upwards including for this purpose all of such Optionee's or downwards, his or her Permitted Transferee's Issued Shares that presently or as applicable), whether or not a result of any such transaction may be acquired upon the restrictions on Transfer exercise of Common Stock have lapsed, equal to options (following the product of (x) the total number of Holder’s Shares held by such Holder on the date payment of the Drag-Along Notice (as defined belowexercise price therefor)) and (y) the Third Party Sale Percentage, at the same price and on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and conditions the exercise of exercisable securities as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that well as the Company may, in its sole discretion, accelerate the vesting relative preferences and priorities of any unvested Holder’s Sharespreferred stock); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (Bb) the liability execute and deliver such instruments of conveyance and transfer and take such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of other actions, including voting such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Issued Shares in favor of such any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and not to exercise provisions of this Section 10. The obligations under this Section 10 shall terminate upon the Closing of the Company's Initial Public Offering or upon consummation of any rights Sale Event, in either case as a result of appraisal which shares of the Company (or dissent afforded successor entity) of the same class as the Issued Shares are registered under applicable lawSection 12 of the Exchange Act and publicly traded on NASDAQ/NMS or any national securities exchange.

Drag Along Right. Notwithstanding (a) In the event that STC and all of its Affiliates (the "DRAG-ALONG SELLER") elect to Transfer all of their Shares to any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number Independent Third Party or affiliated group of Holder’s Shares Independent Third Parties (an "INDEPENDENT THIRD PARTY PURCHASER") for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect cash or securities of a Third Party Sale, then, upon the demand of publicly traded company (including any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice Seller that is being effected by a merger or consolidation of Parent with another entity) (as defined belowcollectively, a "SALE OF THE PARENT"), the Drag-Along Seller shall have the right (the "DRAG-ALONG RIGHT") and (y) to cause the other Stockholders to Transfer their respective Shares to the Independent Third Party Purchaser (or to exchange such Shares pursuant to the terms of such Sale Percentage, of the Parent) at the same price and on the same terms and conditions as the Drag-Along Seller proposes to Transfer its Shares. (b) The Drag-Along Seller may elect to exercise the Drag-Along Right by delivering written notice to the other Stockholders at least twenty days prior to the consummation of the Sale of the Parent. The notice delivered pursuant to this Section 2.2(b) will contain a copy of the definitive documentation or an executed term sheet pursuant to which the Sale of the Parent shall occur and will state (i) the bona fide intention of the Drag-Along Seller to effect the Sale of the Parent, (ii) the name and address of the Independent Third Party Purchaser and (iii) the expected closing date of such Selling Fortress Entity has agreed Sale of the Parent. (c) Each of the Stockholders participating in the Sale of the Parent shall deliver to with the Independent Third Party Purchaser at a closing to be held at the offices of Parent (or such Third Party; providedother place as the parties agree), howeverone or more certificates, that properly endorsed for transfer, which represent all the Shares owned by such Stockholder, and each such Holder Stockholder shall not be permitted to sell any unvested Holder’s make such representations and warranties, and shall enter into such agreements, as are customary and reasonable given each such Stockholder's percentage ownership in the Parent in the context of the proposed sale, including, without limitation, representations and warranties (and indemnities with respect thereto) that the transferee of the Shares (provided that or interests therein) is receiving title to such Shares (or interests therein), free and clear of all pledges, security interests, claims, other liens or restrictions on transfer (other than restrictions on transfer imposed pursuant to applicable securities laws). In addition, each of the Company mayStockholders shall reasonably cooperate and consult with each other in order to effect the Sale of the Parent, in its sole discretion, accelerate and provide reasonable assistance to the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make Drag Along Seller in connection with the preparation of disclosure schedules relating to representations and warranties to be made to the Independent Third Party Purchaser involved in such Sale is a representation of the Parent and warranty with respect in the determination of the appropriate exceptions to such Holder’s own ownership representations and warranties. (d) The obligations of Cinergy and the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale Management Investors pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel 2.2 are subject to the effect that satisfaction of the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect following conditions: (i) the per share consideration payable to the matters contemplated by this provisoStockholders in the Sale of Parent (whether through the direct or indirect Transfer of their shares in the Parent or through a liquidation of the Parent following a sale of all or substantially all of the Parent's assets) must be equal to or greater than at least ninety percent (90%) of the then fair market value of such shares, each Selling Fortress Entity who has delivered a as the same may be determined in accordance with the procedures set forth in Section 2.6. (ii) upon the consummation of the Sale of the Parent following the exercise of the Drag-Along Notice Right, all of the Stockholders shall receive the same proportion of the aggregate consideration from such Sale of the Parent that such Stockholder would have received if such aggregate consideration had been distributed by the Parent in complete liquidation pursuant to the rights and preferences set forth in the certificate of incorporation of the Parent (as in effect immediately prior to such Holder Sale of the Parent) (giving effect to applicable orders of priority and the exercise price of any warrants or options); (iii) no Stockholder shall indemnify be obligated to make any out-of-pocket expenditure prior to the consummation of the Sale of the Parent and no Stockholder shall be obligated to pay more than its, his or her pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Sale of the Parent to the extent such Holder costs are incurred for any such violation. If the Third Party Sale is in benefit of all Stockholders and are not otherwise paid by the form Parent or the acquiring party (costs incurred by or on behalf of a merger transaction, each Holder agrees Stockholder for its or his sole benefit will not be considered costs of the transaction hereunder); and (iv) at least fifteen days prior notice of a Sale of the Parent shall be provided to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawthe Stockholders.

Drag Along Right. Notwithstanding 6.1 If at any other provision time after the date hereof and prior to a Qualified IPO (which shall be no later than the third anniversary of date hereof), if any Holder has not exercised its Tagthere shall be an offer from a third party to effect a Trade Sale, provided that in such offer the valuation of the Group Companies shall be no less than two hundred percent (200%) of the post-money valuation of the Company immediately following the last issuance of the Series E Preferred Shares pursuant to the Share Purchase Agreements, the Majority Preferred Holders and the Ordinary Majority (the “Drag-Along Right with respect Requestors”) have approved the terms and conditions of such Trade Sale and have committed to the maximum number of Holder’s Shares for which participate in such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Trade Sale, then, upon all the demand Shareholders of any Selling Fortress Entity participating in the Company and their respective assigns shall: (a) if such Third Party Trade Sale requires shareholder approval, with respect to all Shares that such Shareholder owns or over which such Shareholder otherwise exercises voting power, to vote (in each such entity’s sole discretion)person, such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards by proxy or downwardsby action by written consent, as applicable)) all Shares in favor of, whether or not the restrictions on Transfer of Common Stock have lapsedand adopt, equal such Trade Sale (together with any related amendment to the product memorandum and articles of association required in order to implement such Trade Sale) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Trade Sale; (xb) if such Trade Sale involves a sale of Shares of the total number Company, to sell the same proportion of Holder’s Shares of the Company held by such Holder on the date of Shareholder as is being sold by the Drag-Along Notice (as defined below) and (y) Requestors to the Third Party Sale Percentagepersons to whom the Drag-Along Requestors propose to sell their Shares, at the same price and on the same terms and conditions as the Drag-Along Requestors; (c) to execute and deliver all related documentation and take such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder other action in support of the Trade Sale as shall not reasonably be permitted to sell any unvested Holder’s Shares (provided that requested by the Company mayor the Drag-Along Requestors in order to carry out the terms and provision of this Section 6.1, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates or permitted assignees not to deposit, except as provided in its sole discretionthis Agreement, accelerate any Shares of the vesting Company owned by such party or Affiliates or permitted assignees in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of any unvested Holder’s such Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts unless specifically requested to provide that (A) do so by the only representation and warranty which such Holder shall be required to make acquiror in connection with the Third Party Sale is a representation and warranty Trade Sale; and (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Trade Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding anything contained in this Article II to the contrary, at any other provision hereoftime prior to an IPO of the Company, if any Holder (i) a bona fide firm offer has not exercised its Tagbeen made by an unaffiliated third party to acquire at least sixty-Along Right with respect to six percent (66%) of the maximum number Spotify Securities, on a fully diluted basis (which, for purposes of Holder’s Shares for which such Holder is permitted (pursuant to this Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale2.07, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party means the number of whole Holder’s Spotify Shares issued and outstanding, together with the number of Spotify Shares issuable upon the exercise, conversion or exchange into Spotify Shares of all issued and outstanding Spotify Securities (rounded upwards excluding the Spotify Top-Up Options, the Convertible Notes and any Beneficiary Certificates) (such acquisition, a “Drag Transaction “) and (ii) the holders of Spotify Securities (the “Transferring Holders”) that (A) together beneficially own at least sixty-six percent (66%) of the outstanding Spotify Shares and (B) include at least one (1) of the Founders (the “Transferring Founder(s)”) accept such offer, the Transferring Founder(s) shall have the right, on behalf of the Transferring Holders, to require the Investors and their respective controlled Affiliates who beneficially own any Spotify Securities (the “Drag-Along Parties”) to Transfer all or downwards, as applicable), whether or not the restrictions on Transfer a portion of Common Stock have lapsed, equal their respective Spotify Securities to the product third party Transferee in such Drag Transaction, all in accordance with the following provisions: (a) The Transferring Founder(s) shall, on behalf of the Transferring Holders, notify the Investors in writing of the proposed Drag Transaction no later than forty-five (x45) days prior to the total completion of the proposed Drag Transaction (the “Drag-Along Notice”). The Drag-Along Notice shall specify whether the Transferring Holders wish to exercise their drag-along rights pursuant to this Section 2.07 and set forth the identity of the proposed third party Transferee, the number of Holder’s Shares held Spotify Securities to be Transferred, the price per Spotify Security and the other terms and conditions for the Drag Transaction. The Drag-Along Notice shall be sent by such the Transferring Founder(s) on behalf of the Transferring Holders and shall also identify one Transferring Holder to whom the Investors shall send notices or other communications. (b) If required by the Transferring Founder(s) on behalf of the date of Transferring Holders in the Drag-Along Notice (as defined below) and (y) Notice, the Third Party Sale Percentage, at Drag-Along Parties shall be obligated to Transfer Spotify Securities to the same price and third party Transferee in such Drag Transaction on the same terms and conditions (including at the same price (subject to adjustments to take into account the value of the Spotify Top-Up Options)) as the Transferring Holders. The Transferred Spotify Securities (being the Spotify Securities that the third party has offered to acquire) shall be allocated among the Transferring Holders and such Selling Fortress Entity has agreed Drag-Along Parties on a pro rata basis, calculated as the total number of Spotify Securities beneficially owned by the Drag-Along Parties in relation to with the total number of Spotify Securities beneficially owned by all Transferring Holders and the Drag-Along Parties, all on a fully diluted basis. (c) If a Drag Transaction occurs pursuant to which the Drag-Along Parties are obligated to Transfer Spotify Securities as provided for in this Section 2.07 in exchange for securities other than cash and/or marketable securities (“non-marketable securities”), the Transferring Founder(s) and the Investors shall cooperate in good faith to procure that the issuer of such Third Party; providednon-marketable securities replicates the economic rights and other rights and priorities of the Drag-Along Parties immediately prior to such Transfer in its own capital structure. (d) For the purposes of this Section 2.07, however, that each such Holder (i) DGE Investments shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is deemed a representation and warranty with respect to such Holder’s own ownership Founder should a majority of the Holder’s Shares to outstanding shares of DGE Investments no longer be sold ultimately held by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims ▇▇▇▇▇▇ ▇▇ and (Bii) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder ▇▇▇▇▇▇▇ shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion deemed a Founder should a majority of counsel to the effect that the Third Party Sale is not in violation outstanding shares of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated ▇▇▇▇▇▇▇ no longer be ultimately held by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

Drag Along Right. Notwithstanding any other provision hereofSubject to the AAG ROFR: (a) LMP Member may initiate a Sale Transaction with a Third Party in accordance with this Section 7.11(a) by delivery of written notice to the Company and, if any Holder has not exercised its Tagupon delivery of such notice, shall have the rights described in this Section 7.11 (such right a “Drag-Along Right Right” and such Sale Transaction, a “Drag-Along Transaction”). (b) In connection with respect to the maximum number of Holder’s Shares for which such Holder is permitted (any Drag-Along Transaction initiated pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion7.11(a), such Holder shall sell and subject to the respective Third Party terms and conditions set forth in this Section 7.11, AAG Member hereby does (and shall promptly, if required by the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not LMP Member) consent in writing to and raise no objections against the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date consummation of the Drag-Along Notice Transaction, and if the Drag-Along Transaction is structured as (as defined belowi) a consolidation, merger or other business combination, or a sale or other disposition of all or substantially all of the assets of the Company and/or its Subsidiaries, each holder of Membership Interests entitled to vote thereon shall vote in favor of the Drag-Along Transaction and shall waive any appraisal rights or similar rights in connection with such consolidation, merger, other business combination or asset sale or (ii) a sale of all of its Membership Interests, AAG Member hereby agrees (and, if required by the LMP Member, shall promptly agree in writing) to sell all of its Membership Interests that are the subject of the Drag- Along Transaction, on the terms and conditions of such Drag-Along Transaction. AAG member shall promptly take all necessary and desirable actions in connection with the consummation of the Drag-Along Transaction reasonably requested by the LMP Member, including the execution of such agreements and such other instruments and other actions reasonably necessary to (x) provide customary representations, warranties, indemnities, and escrow or holdback arrangements relating to such Drag-Along Transaction, in each case to the extent that each other holder of Membership Interests is similarly obligated; and (y) effectuate the Third Party Sale Percentageallocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth in Section 7.11(c). Subject to the satisfaction or waiver of the AAG ROFR, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder holders of Membership Interests shall not be permitted to sell their Membership Interests pursuant to any unvested Holder’s Shares Drag-Along Transaction without complying with any other provisions of this Article VII. (provided c) The obligations of the holders of Membership Interests pursuant to this Section 7.11 are subject to the following terms and conditions: (i) upon the consummation of the Drag-Along Transaction, each holder of Membership Interests shall receive the same proportion of the aggregate consideration from such Drag-Along Transaction that such holder would have received if such aggregate consideration had been distributed by the Company mayin complete liquidation pursuant to the rights and preferences set forth in Section 12.1 (i.e., net of debts and liabilities of the Company and its Subsidiaries) as in effect immediately prior to the consummation of such Drag-Along Transaction, and if a holder of Membership Interests receives consideration from such Drag-Along Transaction in a manner other than as contemplated by such rights and preferences or in excess of the amount to which such holder is entitled in accordance with such rights and preferences, then such holder shall take such action as is necessary so that such consideration shall be immediately reallocated among and distributed to the holders of Membership Interests in accordance with such rights and preferences; (ii) the Company shall bear the reasonable, documented costs incurred in connection with any Drag-Along Transaction (costs incurred by or on behalf of any holder of Membership Interests for its sole benefit will not be considered costs of the Drag-Along Transaction) unless otherwise agreed by the Company (as approved by the Board) and the acquiror, in its sole discretion, accelerate the vesting which case no holder of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder Membership Interests shall be required obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-Along Transaction (excluding modest expenditures for postage, copies, and the like) and no holder of Membership Interests shall be obligated to pay any portion (or, if paid, shall be entitled to be reimbursed by the Company for that portion paid) that is more than its pro rata share (based upon the amount of consideration received by such holder in the Drag-Along Transaction) of reasonable expenses incurred in connection with a consummated Drag- Along Transaction for the benefit of all holders of Membership Interests and are not otherwise paid by the Company or another Person; (iii) consideration placed in escrow or held back shall be allocated among holders of Membership Interests such that if the applicable Third Party in the Drag-Along Transaction ultimately is entitled to some or all of such escrow or holdback amounts, then the net ultimate proceeds received by such holders shall still comply with the intent of Section 7.11(c)(i) as if the ultimate resolution of such escrow or holdback had been known at the closing of the Drag-Along Transaction; and (iv) if some or all of the consideration received in connection with the Third Party Sale Drag- Along Transaction is other than cash, then such consideration shall be deemed to have a representation and warranty with respect dollar value equal to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability fair market value of such Holder with respect to any representation and warranty made consideration (as determined, in connection with good faith, by the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party SaleBoard); provided further, that a Holder the AAG Member shall not be obligated required to participate in any Third Party Sale pursuant consent to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice Transaction if the consideration to be received in connection with such Holder shall indemnify such Holder for any such violation. If the Third Party Sale Drag- Along Transaction is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawother than cash.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number If Mehiel proposes a transaction or series of Holder’s Shares for related transactions in which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer it will Sell shares of Common Stock have lapsed, equal to for cash in an amount in excess of 30% of the product of (x) the total then aggregate number of Holder’s Shares held by such Holder on outstanding shares of Common Stock to an unaffiliated third party or parties, then Mehiel shall have the date of right (the "Drag-Along Notice (as defined belowRight") to require each of the Stockholders to Sell all, but, subject to the provisions of Section 10(d), not less than all, of the Exchange Warrants and (y) the Third Party Sale Percentage, at Underlying Stock owned by such Stockholders for the same price per share consideration and otherwise on the same terms and conditions as such Selling Fortress Entity has agreed Mehiel. Each Stockholder agrees to take all steps necessary to enable it to comply with the provisions of this Section 10A(b), including, without limitation, the execution of all documents in connection with such Third PartySale, the delivery, against payment therefor, of certificates for all such Exchange Warrants and Underlying Stock duly endorsed or accompanied by appropriate instruments of transfer and free and clear of any liens or other encumbrances, and, if requested by Mehiel, the voting of all Exchange Warrants and Underlying Stock owned by such Stockholder in the manner requested by Mehiel in order to effect such Sale; provided, however, that each such Holder the Stockholders shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make any representations or warranties (other than with respect to their ownership of their Exchange Warrants and Underlying Stock) to the purchaser or purchasers or to agree to indemnify the purchaser or purchasers in connection with the Third Party Sale is a representation and warranty such sale (other than with respect to such Holder’s own their ownership of the Holder’s Shares to be sold by it their Exchange Warrants and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered Underlying Stock). To exercise a Drag-Along Notice Right, Mehiel shall give AIP, on behalf of all of the Stockholders, a written notice (the "Drag-Along Notice") containing (i) the name and address of the third party or parties to whom shares of Common Stock will be Sold and (ii) the proposed purchase price thereof, terms of payment and other material terms and conditions of the Sale. Each Stockholder shall thereafter be obligated to Sell its Exchange Warrants and Underlying Stock subject to such Holder shall indemnify such Holder for any such violationDrag-Along Notice; provided that the Sale is consummated within 90 days after the anticipated date of consummation set forth in the Drag Along Notice. If the Third Party Sale is in the form of a merger transactionnot consummated, each Holder agrees to vote its Holder’s Shares in favor for any reason (including abandonment of such merger and not Sale by Mehiel), on or before the expiration of such 90-day period, then each Stockholder shall no longer be obligated to exercise any rights Sell such Exchange Warrants or Underlying Stock pursuant to that specific Drag-Along Notice, but each Stockholder's Shares shall remain subject to the provisions of appraisal or dissent afforded under applicable law.this Section 10A.

Drag Along Right. Notwithstanding (a) If at any time after October 2, 2002, GEIPPPII proposes to transfer in a bona fide arm's length sale all of the Equity Securities owned by GEIPPPII to any Person or Persons who are not Affiliates of GEIPPPII (the "PROPOSED TRANSFEREE"), GEIPPPII shall have the right (the "DRAG ALONG RIGHT"), subject to applicable law and compliance with any other provision hereofrestrictions applicable to such transfer, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (require all Stockholders to sell, pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion3.03(b), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwardsProposed Transferee, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as applicable to GEIPPPII except as limited in Section 3.03(b), all (but not less than all) of the Equity Securities then held by such Selling Fortress Entity has agreed Stockholders. (b) To exercise a Drag Along Right, GEIPPPII shall give each Stockholder (each, a "DRAG-ALONG STOCKHOLDER"), at least 15 days prior to with such Third Party; providedthe proposed transfer to the Proposed Transferee, howevera written notice (the "DRAG ALONG NOTICE") containing (i) the name and address of the Proposed Transferee and (ii) the proposed purchase price, that each such Holder the terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each Drag Along Stockholder shall not thereafter be permitted obligated to sell any unvested Holder’s Shares (provided that all of its Equity Securities to the Company may, Proposed Transferee. Each such Drag Along Stockholder shall agree to enter into a purchase agreement in its sole discretion, accelerate form and substance approved by GEIPPPII to the vesting of any unvested Holder’s Shares); provided further that extent such Selling Fortress Entity agreement shall use its reasonable, good faith efforts contain customary representations as to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares shares to be sold by it purchased and its ability the absence of liens thereon and customary indemnification provisions, including indemnification from the Drag Along Stockholder. If the sale is not consummated within a period of 180 days following the date of the Drag Along Notice, then each Drag Along Stockholder shall no longer be obligated to convey title thereto free sell such Stockholder's Equity Securities pursuant to such Drag Along Right but shall have the rights under, and clear remain subject to, the provisions of liens, encumbrances and adverse claims and (B) the liability of such Holder this Section 3.03 with respect to any representation and warranty made subsequent proposed transfer described in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law3.03.

Drag Along Right. Notwithstanding any other provision hereofIf the Principal Stockholder proposes to make a bona fide sale of its shares of Common Stock to a third party un-Affiliated with the Principal Stockholder (which may include another stockholder of the Company) in an amount equal to at least 10% of the Fully Diluted Shares (which amount shall be calculated based on the transaction in question or series of transactions related thereto), if any Holder has not exercised its Tagthe Principal Stockholder shall have the right (the "Drag-Along Right Right"), exercisable upon 15 days' prior written notice, to require the Employee to sell a corresponding percentage (as the percentage being sold by the Principal Stockholder) of the number of shares of Common Stock (or then exercisable options) held by the Employee to such third party upon terms no less favorable to the Employee than those that apply to the Principal Stockholder with respect to such third party sale (provided, that the maximum number of Holder’s Shares for which such Holder is permitted (consideration payable to the Employee pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect the sale of a Third Party Sale, then, upon stock option shall be the demand of any Selling Fortress Entity participating amount that would be payable for Common Stock in such Third Party Sale third party sale minus the exercise price of the option). For purposes of calculating such corresponding percentage, there shall be included in such calculation (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer i) shares of Common Stock have lapsedissuable pursuant to options which are then exercisable in accordance with the Plan that are in-the-money, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (yii) shares of Common Stock. The Employee hereby agrees to cooperate with the Third Party Sale Percentage, at the same price Principal Stockholder and on the same terms to take any and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be all action reasonably required to make in connection with the Third Party Sale is a representation consummation of such third party sale. Without limiting the foregoing, at the closing of any sale under this Section 2.5, the Employee shall deliver certificates representing the shares of Common Stock and warranty with respect to such Holder’s own ownership of agreements representing the Holder’s Shares options to be sold sold, duly endorsed or assigned for transfer and accompanied by it all requisite stock transfer taxes, and its ability to convey title thereto the Employee shall represent and warrant that he/she is the beneficial owner of such shares and options free and clear of liensany Encumbrances, encumbrances with full authority and adverse claims and (B) the liability of power to transfer such Holder with respect to any representation and warranty shares. All Transfers made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel 2.5 shall, if so requested by Jupiter, be subject to the effect that the Third Party Sale is not in violation provisions of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect Section 3 (Transferees Subject to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawAgreement).

Drag Along Right. Notwithstanding (a) Subject to Section 2.2(b), if the Majority Onex Investors approve a Sale of the Company (the "APPROVED SALE"), the Employee Investors will consent to and raise no objections to the Approved Sale and (i) if the Approved Sale is structured as a sale of Units, the Employee Investors will sell all of their Units and rights to acquire Units on the terms and conditions approved by the Majority Onex Investors, (ii) if the Approved Sale is structured as a merger, consolidation or other reorganization, the Employee Investors will vote in favor thereof and will not exercise any dissenters' rights of appraisal they may have under Delaware law, and (iii) if the Approved Sale is structured as a sale of all or substantially all of the Company's consolidated assets, the Employee Investors will vote in favor thereof. The Employee Investors will use their best efforts to cooperate in the Approved Sale and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Majority Onex Investors, including, but not limited to, entry into agreements and provision of representations, warranties and indemnification, provided, that no Employee Investor shall be required to enter into substantively different agreements or provide substantively different representations and warranties or indemnification than any other provision hereof, if any Holder has not exercised its Tag-Along Right Equityholder and each Equityholder's obligations thereunder shall be several and limited to the proceeds received by such Equityholder in connection with such Approved Sale. (b) The obligations of the Employee Investors with respect to the maximum number Approved Sale are subject to the satisfaction of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, thenthe condition that, upon the demand consummation of the Approved Sale, all of the Employee Investors will receive the same form and per Unit amount of consideration for their Units as all other Equityholders, or if any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell Equityholders are given an option as to the respective Third Party form and amount of consideration to be received, all Employee Investors must be given the number same option, provided, that the Approved Sale may provide for payment in securities to all Equityholders that are accredited investors within the meaning of whole Holder’s Shares Regulation D under the Securities Act and in cash to Equityholders that are not accredited investors or may provide Equityholders that are accredited investors with the option to receive securities or cash while Equityholders that are not accredited investors receive cash. (rounded upwards or downwards, as applicable), whether or not c) If the restrictions on Transfer proposed Approved Sale involves the receipt by Employee Investors of Common Stock have lapsed, equal to the product of (xsecurities for which Section 4(2) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice Securities Act of 1933 or Rule 506 (as defined belowor any similar rule then in effect) promulgated by the Securities and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not Exchange Commission may be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty available with respect to such Holder’s own ownership negotiation or transaction (including a merger, consolidation or other reorganization), the Employee Investors will, at the request of the Holder’s Shares Majority Onex Investors, and to be sold the extent required to comply with Regulation D, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Majority Onex Investor. If any Employee Investor appoints the purchaser representative designated by it and its ability to convey title thereto free and clear of liensthe Majority Onex Investors, encumbrances and adverse claims and (B) the liability Company will pay the fees of such Holder with respect purchaser representative, but if any Employee Investor declines to any representation and warranty made in connection with appoint the Third Party Sale is purchaser representative designated by the several liability of Majority Onex Investors, such Holder holder will appoint another purchaser representative (and not joint with any other person) and that such liability is limited reasonably acceptable to the amount Majority Onex Investors), and such holder will be responsible for the fees of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder purchaser representative so appointed. (d) No Employee Investor shall not be obligated have any right to participate in any Third Party Sale pursuant to this investment in "Successor Securities", as that term is defined in Section 2(b)(iii5.2(d) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawInvestor Equityholders Agreement.

Drag Along Right. Notwithstanding any (a) In the event that a TownB Transaction involves (i) the proposed sale or other provision hereofTransfer of all or substantially all of the assets of TownB, if any Holder has or the proposed sale or other Transfer, whether by direct purchase, merger or otherwise, of all or substantially all of the outstanding shares of capital stock of TownB in one or more related transactions to, or (ii) the approval of such a transaction with, a bona fide third party purchaser or acquirer who in the good faith License & Investment Agt 4 judgment of QuinStreet is not exercised its Tag-Along Right with respect a direct competitor of QuinStreet (such Transfer or transaction, a “Company Sale,” and such purchaser or acquirer, the “Proposed Purchaser”), then, to the maximum number extent QuinStreet elects not to exercise its rights of Holder’s Shares for which such Holder is permitted (first refusal pursuant to Section 2(b)(ii)(B3.03 to purchase such shares or assets, TownB or the transferring stockholders, as the case may be (collectively “Transferring Stockholders”) above) shall have the right to exercise such Tag-Along Right in respect require that QuinStreet transfer all of a Third Party Sale, then, upon the demand its shares of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell capital stock of TownB to the respective Third Party the number of whole Holder’s Shares (rounded upwards Proposed Purchaser for, or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date otherwise vote in favor of the Drag-Along Notice (as defined below) and (y) Company Sale with the Third Party Sale PercentageTransferring Stockholders, at the same price per share and otherwise on the same terms and conditions as the Transferring Stockholders with the same class of stock (“Drag-Along Right”). The Drag-Along Right shall in no way limit QuinStreet’s rights pursuant to Section 3.03. (b) Subject to Section 3.03, the closing of any Company Sale shall be held at the principal offices of TownB or at such Selling Fortress Entity has agreed other location as TownB and the Proposed Purchaser shall agree, on the closing date set forth in the Company Sale Notice. At the closing of any Company Sale, (a) QuinStreet shall deliver all of its shares of TownB capital stock to the Proposed Purchaser on the same terms and conditions as the other TownB stockholders with such Third Partythe same class of stock, and (b) the Proposed Purchaser shall deliver to QuinStreet the purchase price for its shares of TownB capital stock. (c) QuinStreet shall execute any customary agreements, certificates, instruments, or other documents as the Proposed Purchaser may reasonably request in connection with and customary for the Company Sale; provided, however, that each any such Holder obligation shall not be permitted to sell no more burdensome in substance for QuinStreet than for any unvested Holder’s Shares (other Transferring Stockholder, and provided further, however, that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall no circumstances will QuinStreet be required to make accept or assume any liability to the Proposed Purchaser for any amount in excess of the purchase price paid to QuinStreet for its TownB capital stock in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership Company Sale. (d) For purposes hereof, “Transfer” collectively means any sale or other transfer of shares of the Holder’s Shares to capital stock or assets of TownB in a Company Sale, whether by sale or exchange or by merger or consolidation or corporate reorganization or other form of acquisition of TownB or its capital stock. (e) The foregoing provisions of this Section 3.04 shall be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect applicable to any representation purchaser or transferee of any shares of the capital stock of TownB issued to QuinStreet, and warranty made in connection with as a condition of any such purchase or transfer, QuinStreet shall require the Third Party Sale is proposed purchaser or transferee to agree to become a party to and be bound by the several liability provisions of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii3.04. (f) unless such Holder is provided an opinion The foregoing provisions of counsel to this Section 3.04 (including all drag-along rights hereunder) shall terminate upon the effect that closing date of the Third Party Sale is not in violation Public Offering of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawTownB securities.

Drag Along Right. (a) Notwithstanding any other provision hereofanything contained in this Article III to the contrary, if any Holder has not exercised its Tag-Along Right the Sponsor Entities (the “Dragging Stockholders”) receive an offer to purchase or otherwise desire to Transfer (a “Sale Proposal”) a number of Shares, including (i) Shares owned by other Stockholders (the “Drag Shares”) and (ii) all of the Shares owned by the Sponsor Entities, such that the transaction would result in a sale of 100% of the Shares held by the Stockholders (taking into account all Shares being “dragged”) (each, a “Required Sale”), then the Dragging Stockholders may, by delivery of a written notice (a “Required Sale Notice”) with respect to such Sale Proposal at least twenty (20) Business Days prior to the maximum number anticipated closing date of Holder’s such Required Sale to all other Stockholders, require all other Stockholders to sell or otherwise Transfer their Shares for which to the proposed transferee, or take such Holder is permitted other actions, in accordance with the provisions of this Section 3.5. In any such transaction, all selling Stockholders must receive the same benefits and bear the same burden as the Dragging Stockholders in proportion to their Shares. (pursuant to Section 2(b)(ii)(Bb) above) to exercise such Tag-Along Right in respect The Required Sale Notice will include the material terms and conditions of a Third Party the Required Sale, thenincluding (i) the name and address of the proposed transferee, upon (ii) the demand proposed amount and form of any Selling Fortress Entity participating consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Stockholders will provide such Third Party Sale (in each such entity’s sole discretion)information, such Holder shall sell to the respective Third Party extent reasonably available to the number of whole Holder’s Shares Dragging Stockholders (rounded upwards or downwardsincluding using reasonable efforts to obtain such information from the proposed transferee, as if applicable), whether relating to such non-cash consideration as the other Stockholders may reasonably request in order to evaluate such non-cash consideration) and (iii) the proposed Transfer date, if known. The Dragging Stockholders will deliver or not the restrictions on Transfer cause to be delivered to each other Stockholder copies of Common Stock have lapsed, equal all transaction documents relating to the product Required Sale promptly as the same become available. (c) Each Stockholder, upon receipt of (x) the total number of Holder’s a Required Sale Notice, shall be obligated to sell or otherwise Transfer all Shares held by such Holder Stockholder and participate in the Required Sale contemplated by the Sale Proposal, to vote, if required by this Agreement or otherwise, its Shares in favor of the Required Sale at any meeting of stockholders called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale, to cause any designees of such Stockholder serving on the date Company Board to vote in favor of the Drag-Along Notice Required Sale in a vote among the Company Board called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale, to waive all dissenters’ or appraisal or similar rights, if any, in connection with the Required Sale, to enter into agreements relating to the Required Sale, to agree (as defined belowto itself) and (y) to make to the Third Party Sale Percentage, at proposed purchaser the same price representations, warranties, covenants, indemnities and on agreements as the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required Dragging Stockholders agree to make in connection with the Third Party Sale is Required Sale, and to take or cause to be taken all other actions as may be reasonably necessary to consummate the Required Sale; provided that (x) unless otherwise agreed, a representation Stockholder may not be required to make representations and warranty warranties or provide indemnities as to any other Stockholders and a Stockholder shall not be required to make any representations and warranties (but, subject to clause (z) below, shall be required to provide several but not joint indemnities with respect to breaches of representations and warranties made by the Company or its Subsidiaries) about the business of the Company or its Subsidiaries, (y) no such HolderStockholder shall be liable for the breach of any covenant by any other Stockholder and (z) notwithstanding anything in this Section 3.5(c) to the contrary, any liability relating to representations and warranties and covenants (and related indemnities) and other indemnification obligations regarding the business of the Company or its Subsidiaries assumed in connection with the Required Sale shall be shared by all Stockholders based on their respective Sharing Percentages and in any event shall not exceed the proceeds received by such Stockholder in the Required Sale. (d) Any expenses incurred for the benefit of the Company or all Stockholders, and any indemnities, holdbacks, escrows and similar items relating to the Required Sale, that are not paid or established by the Company (other than those that relate to representations or indemnities concerning a Stockholder’s own valid ownership of the Holder’s its Shares to be sold by it and its ability to convey title thereto free and clear of all liens, encumbrances and adverse claims and encumbrances or a Stockholder’s authority, power and legal right to enter into and consummate a purchase or merger agreement or ancillary documentation) shall be paid or established by the Stockholders in accordance with their respective Sharing Percentages. (Be) The Dragging Stockholders shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any Required Sale and the terms and conditions thereof. No Stockholder nor any Affiliate of any such Stockholder shall have any liability of such Holder with respect to any representation and warranty made other Stockholder or the Company arising from, relating to or in connection with the Third Party pursuit, consummation, postponement, abandonment or terms and conditions of any Required Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited except to the amount extent such Stockholder shall have failed to comply with the provisions of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii3.5. (f) unless such Holder is provided The provisions of this Section 3.5 shall terminate upon the completion of an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawIPO.

Drag Along Right. Notwithstanding 14.1 In the event that any person or entity (“Acquirer”) offers to acquire the entire issued share capital of the Company at a consideration of not less than US$200,000,000.00 (“Drag Along Event”), the Preference Shareholders shall have the right to give notice (“Drag Along Notice”) to all other provision hereof, if any Holder has Shareholders to require all other Shareholders to sell and transfer all (but not exercised its Tag-Along Right with respect part) of their Shares and other Securities to the maximum number Acquirer and (if applicable) the benefit of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of all loans owing by any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell Group Company to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwardsShareholders, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal subject to the product of (x) the total number of Holder’s Shares held by and upon such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as the Preference Shareholders may require (including, for example, title warranties from each Shareholder and representations, warranties and indemnities from the Shareholders and regarding the Group Companies). 14.2 After receipt of the Drag Along Notice by the other Shareholders, BVI Existing Shareholders shall procure BVI and all other Shareholders (other than the Preference Shareholders) to sell and transfer, to the Acquirer all their Shares and other Securities (including without limitation Shares and options under ESOP) and (if applicable) the benefit of all loans owing by any Group Company to the Shareholders, and shall sign and execute, and procure BVI and all other Shareholders (other than the Preference Shareholders) and the Company to sign and execute, such Selling Fortress Entity has agreed documents, deeds and instruments as required by the Preference Shareholders and shall take such steps, and procure BVI and all other Shareholders (other than the Preference Shareholders) and the Company to take such steps, as required by the Preference Shareholders for the purposes of or in connection with such Third Party; providedsale. BVI and BVI Existing Shareholders hereof undertake jointly and severally that once they are aware of any prospects of an Acquirer making an offer, however, that each such Holder they shall not be permitted take any step or action which may result in such offer being frustrated or materially revised. 14.3 Upon receipt of the written request that sets out the details including but not limited to sell any unvested Holder’s Shares the identity of the Acquirer, the price and payment terms of the Drag Along Event of the Preference Shareholder, BVI and each of BVI Existing Shareholders shall execute, and shall procure all Shareholders (provided that other than the Company mayPreference Shareholders) to execute, in its sole discretion, accelerate favour of the vesting Preference Shareholders a power of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts attorney in an agreed form authorising the Preference Shareholders to provide that (A) the only representation sign all documents and warranty which such Holder shall be required to make take all steps for and on behalf of them in connection with the Third Party Sale sale under this Clause 14, provided that such acquisition is conducted by an Acquirer independent from BAPE Group at a representation and warranty with respect to such Holder’s own ownership fair market price of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with less than any other person) and that such liability is limited to offered consideration for the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawtime being.

Drag Along Right. Notwithstanding any other provision hereof‌ (a) Prior to the consummation of an Initial Public Offering, if a Member or group of Members elects to Transfer Membership Interests representing a majority or more of the then outstanding Membership Interests of the Company (on a fully diluted basis and excluding, for purposes of this calculation, Incentive Interests) (such Member or group of Members, the “Selling Members”) to a Third Party Purchaser or group of Third Party Purchasers (other than an Affiliate of any Holder has not exercised its Tagsuch Selling Member) (a “Drag-Along Right Sale”), then such Selling Members shall have the right, in lieu of complying with the provisions of Sections 9.3, 9.4, and 9.6, to require the other Members to sell all of their Membership Interests to such Third Party Purchaser in connection with such Drag-Along Sale and otherwise on the same terms as such Selling Members selling such Membership Interests. Such right shall be exercisable by written notice (a “Buyout Notice”) given to each Member other than the Selling Members which shall state (i) that such Selling Members propose to effect the sale of all of the Membership Interests of every Member of the Company to‌ such Third Party Purchaser, (ii) the name of the Third Party Purchaser, and (iii) the purchase price the Third Party Purchaser is paying for the Membership Interests and which attaches a copy of any definitive agreements between such Selling Members and the other parties to such transaction. Each such Member agrees that, upon receipt of a Buyout Notice, such Member shall be obligated to sell all of its Membership Interests for the purchase price set forth in the Buyout Notice and upon the other terms and conditions of such transaction (and otherwise take all reasonably necessary action to cause consummation of the proposed transaction, including voting such Membership Interests in favor of such transaction). (b) If (i) the Board of Managers approves any transaction that would result in a Change of Control of the Company and (ii) Members holding a majority of the outstanding Membership Interests of the Company (on a fully diluted basis and excluding, for purposes for this calculation, Incentive Interests) approve of such transaction ((i) and (ii) together, an “Approved Sale”), then so long as distributions of consideration to the Members are made in accordance with the provisions of Section 3.4, each Member agrees to include its Membership Interests (pro rata based on the Membership Interests to be sold over the aggregate outstanding Membership Interests) in such approved transaction and vote in favor thereof and will use its best efforts to cooperate in the Approved Sale and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Board of Managers, including by waiving any appraisal or similar rights with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of Approved Sale and executing any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held action by such Holder on the date written consent of the Drag-Along Notice Members. (as defined belowc) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder The closing with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Drag-Along Sale pursuant to this Section 2(b)(iii9.5 shall be held as soon as practicable and at the time and place specified in the Buyout Notice but in any event within nine (9) unless such Holder months of the date the Buyout Notice is provided an opinion of counsel delivered to the effect that Members (the “Drag- Along Outside Date”). Consummation of the Transfer of Membership Interests by any Member to the Third Party Purchaser in a Drag-Along Sale is not in violation (i) shall be conditioned upon consummation of applicable federal the Transfer by each Selling Member to such Third Party Purchaser of the Membership Interests proposed to be Transferred by the Selling Members and state securities (ii) may be effected by a Transfer of the Membership Interests or the merger, consolidation or other laws orcombination of the Company with or into the Third Party Purchaser or its Affiliate, if such Holder is not provided with an opinion in one or a series of related transactions. If the proposed Transfer with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a applicable Membership Interests subject to the Buyout Notice does not meet the requirements of Section 9.5(a) prior to the Drag-Along Notice Outside Date, such Selling Members shall be deemed to have forfeited their rights to require the other Members to sell all of their Membership Interests to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is Purchaser in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of connection with such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawDrag-Along Sale.

Drag Along Right. Notwithstanding (a) Subject to Section 5.2(b), if the Majority Onex Investors approve a Sale of the Company (the "APPROVED SALE"), the Equityholders will consent to and raise no objections to the Approved Sale and (i) if the Approved Sale is structured as a sale of Units, the Equityholders will sell all of their Units and rights to acquire Units on the terms and conditions approved by the Majority Onex Investors, (ii) if the Approved Sale is structured as a merger, consolidation or other reorganization, the Equityholders will vote in favor thereof and will not exercise any dissenters' rights of appraisal they may have under Delaware law, and (iii) if the Approved Sale is structured as a sale of all or substantially all of the Company's consolidated assets, the Equityholders will vote in favor thereof. The Equityholders will use their best efforts to cooperate in the Approved Sale and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Majority Onex Investors, including, but not limited to, entry into agreements and provision of representations, warranties and indemnification, provided, that no Equityholder shall be required to enter into substantively different agreements or provide substantively different representations and warranties or indemnification than any other provision hereof, if any Holder has not exercised its Tag-Along Right Equityholder and each Equityholder's obligations thereunder shall be several and limited to the proceeds received by such Equityholder in connection with such Approved Sale. (b) The obligations of the Equityholders with respect to the maximum Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the Equityholders will receive the same form and per Unit amount of consideration for their Units as all other Equityholders, or if any Equityholders are given an option as to the form and amount of consideration to be received, all Equityholders must be given the same option (except that the Approved Sale may provide for payment in securities to all Equityholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Equityholders that are not accredited investors or may provide Equityholders that are accredited investors with the option to receive securities or cash while Equityholders that are not accredited investors receive cash); and (ii) if the Approved Sale includes a sale to a Person that is an Onex Investor or an Affiliate of an Onex Investor, the holders of a majority of the Units held by the Other Investors may request that an appraisal of the fair market value of the securities to be sold and/or received (based on the fair market value of all of the Company's outstanding equity interests, without regard to any control premium or liquidity or minority discount) by the Other Investors in connection with such Approved Sale be made by an investment banking firm of national recognition mutually agreeable to such parties, and it shall be a condition to the consummation of such Approved Sale to an Onex Investor or an Affiliate of an Onex Investor that such Person pay as consideration to the Other Investors the fair market value as determined pursuant to such appraisal (if such appraisal results in a valuation greater than the valuation of the consideration proposed to be delivered in connection with such Approved Sale, the Company shall pay the costs of such appraisal, otherwise the requesting Equityholders shall pay such costs). (c) If the proposed Approved Sale involves the receipt by Equityholders of securities for which Section 4(2) of the Securities Act of 1933 or Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Equityholders will, at the request of the Majority Onex Investors, and to the extent required to comply with Regulation D, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Majority Onex Investor. If any Equityholder appoints the purchaser representative designated by the Majority Onex Investors, the Company will pay the fees of such purchaser representative, but if any Equityholder declines to appoint the purchaser representative designated by the Majority Onex Investors, such holder will appoint another purchaser representative (reasonably acceptable to the Majority Onex Investors), and such holder will be responsible for the fees of the purchaser representative so appointed. (d) If in connection with an Approved Sale, an Onex Investor (the "ROLLOVER INVESTOR") intends to invest in securities (the "SUCCESSOR SECURITIES") of the acquiring, successor or post-acquisition entity pursuant to an agreement or understanding reached in connection with the Approved Sale (whether through a direct purchase, rollover or otherwise, the "ROLLOVER INVESTMENT"), the Rollover Investor shall deliver written notice (the "ROLLOVER NOTICE") to each of the Other Investors no later than 15 days prior to the consummation of such Rollover Investment, describing in reasonable detail the number and type of Successor Securities subject to such proposed Rollover Investment, the price per security and the other terms and conditions of such Rollover Investment. Each Other Investor may elect to participate in such Rollover Investment by delivering written notice to the Rollover Investor within ten days after the delivery of the Rollover Notice (each such electing Other Investor, a "ROLLOVER EQUITYHOLDER"). If the Rollover Investor actually makes the Rollover Investment in Successor Securities, each Rollover Equityholder shall be entitled to invest in a number of Holder’s Shares for which Successor Securities equal to such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect Rollover Equityholder's Rollover Percentage of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell Successor Securities subject to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale PercentageRollover Investment, at the same price per security and on the same terms and conditions terms, as described in the Rollover Notice. A Rollover Equityholder's "ROLLOVER PERCENTAGE" is the quotient obtained by dividing the number of shares of Units owned by such Selling Fortress Entity has agreed Rollover Equityholder by the sum of the aggregate number of Units owned by the Equityholders (including the Onex Investors). The Rollover Investor shall effect the participation of the Rollover Equityholders in the Proposed Rollover Investment by either (i) obtaining the agreement of the prospective issuer of the Successor Securities to with such Third Party; providedpermit the Rollover Equityholders to directly invest in Successor Securities or (ii) by requiring each Rollover Equityholders to make his/her/its investment through an investment vehicle controlled by an Onex Investor or an Affiliate of an Onex Investor. Notwithstanding the foregoing, however, that each such Holder a Rollover Equityholder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated entitled to participate in any Third Party Sale pursuant to this Section 2(b)(iiia Rollover Investment (a) unless if such Holder is provided an opinion of counsel to the effect that the Third Party Sale Rollover Equityholder is not in violation an accredited investor within the meaning of applicable federal and state securities Regulation D under the Securities Act or other laws or(b) if participation by such Rollover Equityholder would make unavailable any exemption from registration under the Securities Act or the Investment Company Act of 1940, if such Holder is not provided with an opinion with respect to as amended, which has been relied on by the matters contemplated by this provisoacquiring, each Selling Fortress Entity who has delivered a Dragsuccessor or post-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawacquisition entity.

Drag Along Right. Notwithstanding (i) In connection with the Transfer (other than any Syndicate Transfer or any Transfer to a Permitted Transferee) of Shares owned by any Apollo Stockholders, the Apollo Representative shall have the right (the “Drag-Along Right”) to require the ▇▇▇▇▇▇▇ Investors, any transferee of any ▇▇▇▇▇▇▇ Investor permitted under Section 2(c) hereof (other than the Company and the Apollo Representative), any Apollo Transferee and any other provision hereofApollo Stockholders (whether or not an Apollo Transferee) (collectively, if any Holder has not exercised its Tagthe “Subject Investors”) to include in such Transfer, on a pro rata basis, Shares then held by the Subject Investors of the same class as the Shares subject to such Transfer, subject to the provisions of Section 3(e)(ii). For the avoidance of doubt, the Apollo Representative shall be entitled to exercise this Drag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity ▇▇▇▇▇▇▇ Investors only if all Apollo Stockholders are participating in such Transfer. (ii) To exercise a Drag-Along Right, the Apollo Representative shall give each Subject Investor a written notice (for purposes of this Section 3(e), a “Drag-Along Notice”) containing (1) the name and address of the Proposed Transferee and (2) the Third Party Sale Terms. Each Subject Investor shall thereafter be obligated to sell its Shares (in each including any warrants or options Owned by such entity’s sole discretionSubject Investor) pursuant to the Third Party Terms. (iii) At the closing of the Transfer pursuant to this Section 3(e), such Holder the Proposed Transferee shall sell remit to the respective Third Party ▇▇▇▇▇▇▇ Investors the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) consideration for the total number sales price of Holder’s the Shares held by such Holder on the date of ▇▇▇▇▇▇▇ Investors sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms. At the Closing, the ▇▇▇▇▇▇▇ Investors shall deliver to the Proposed Transferee the certificates evidencing the Subject Shares to be conveyed, duly endorsed and in negotiable form with any required documentary stamps affixed thereto or with an instrument evidencing the Transfer subject to the Drag-Along Notice Right reasonably acceptable to the Company and shall agree to comply with any other conditions to closing generally applicable to the Apollo Stockholders and all other holders of Shares selling Shares in the transaction. (as defined belowiv) and (y) the Third Party Sale Percentage, at the same price and The Drag-Along Right will terminate on the same terms date the Initial Apollo Stockholder, any affiliate thereof and conditions the Apollo Transferees, as such Selling Fortress Entity has agreed a group, cease to with such Third Partyown at least 50% of the Shares, on a fully diluted basis; providedprovided that, howevernotwithstanding anything to the contrary contained herein, that each such Holder after the consummation of an Initial Public Offering, the Drag-Along Right shall not be permitted enforceable against any Person to sell whom any unvested Holder’s ▇▇▇▇▇▇▇ Investor Transferred Shares (provided that after the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability consummation of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawInitial Public Offering.

Drag Along Right. Notwithstanding (a) In the event that at any time prior to the date on which the Common Stock is Actively Publicly Traded, (i) Odyssey, Koch, PF Telecom or Cisco, or any Odyssey Holder, Koch Holder, PF Te▇▇▇▇▇ ▇▇lder or Cisco Holder designated in writing ▇▇ Odyssey, Koch, PF Telecom or Cisco, as the case may be, proposes to initiate ▇ ▇▇▇▇▇▇y Sale pursuant to the Company Sale Right contained in Section 15 hereof or (ii) there is a sale, lease, transfer, conveyance or other provision disposition (including, without limitation, any merger or consolidation), in a single transaction, of all or substantially all of the equity interests or assets of the Company and its Subsidiaries taken as a whole, which is approved by the Board pursuant to Section 4 hereof, if the applicable Stockholder, in the case of a transaction pursuant to clause (i) hereof, or the Company, in the case of a transaction pursuant to clause (ii) hereof (each, a "DRAG-ALONG INITIATOR"), may require (a "DRAG-ALONG RIGHT") all Stockholders and all First Union Holders (collectively, "DRAG-ALONG HOLDERS") to participate in such transaction in accordance with the terms of this Section 9 (any Holder has not exercised its Tagtransaction involving the exercise of such Drag-Along Right with respect shall be referred to as a "DRAG-ALONG SALE"); PROVIDED, that the maximum number approval of Holder’s Shares the holders of each series of Senior Preferred Stock (each voting as a separate class) shall be required for which any Drag-Along Sale that, if structured as a merger, would have required the approval of such Holder is permitted (holders pursuant to Section 2(b)(ii)(B6(f) above) to exercise such Tagof the applicable Certificate of Designations as in effect on the date hereof. The Drag-Along Right in respect Initiator shall provide the Stockholders and the First Union Holders written notice (a "DRAG-ALONG NOTICE") of a Third Party Sale, then, upon such Drag-Along Sale and the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell material terms thereof not less than 25 days prior to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the proposed date of the Drag-Along Notice Sale (as defined belowthe "DRAG-ALONG SALE DATE") and (y) each of the Third Party Sale PercentageDrag-Along Holders hereby agrees to sell to such Proposed Purchaser all Securities, at the same price and on the same terms and conditions as First Union Securities, Options or Convertible Securities held by such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Drag-Along Holder. No Drag-Along Holder shall not be permitted to sell exercise any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion dissenter's rights with respect to the matters contemplated by this provisoconsummation of any such Drag-Along Sale. (b) On the Drag-Along Sale Date, each Selling Fortress Entity who has delivered Drag-Along Holder shall deliver a certificate or certificates for its Securities, First Union Securities, Options or Convertible Securities, duly endorsed for transfer with signatures guaranteed, to such Proposed Purchaser in the manner and at the address indicated in the Drag-Along Notice to against delivery of the purchase price for such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transactionSecurities, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.First Union

Drag Along Right. Notwithstanding (a) If at any other provision hereoftime and from time to time after the date of this Agreement, if the holder or holders of a majority of the outstanding shares of voting capital stock of the Company (the "Proposed Transferors") wish to Transfer in a bona fide arms' length sale all shares of Common Stock then owned by them to any Holder has Person or Persons who are not exercised its TagAffiliates of the Proposed Transferors (for purposes of this Section 4(a), the "Proposed Transferee"), the Proposed Transferors shall have the right (the "Drag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) aboveRight") to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in require each such entity’s sole discretion), such Holder shall Investor to sell to the respective Third Party Proposed Transferee all shares of Common Stock (for the same per share consideration received by the Proposed Transferor for each such class of capital stock) then held by the Investors, subject to purchase by the Proposed Transferee. Each Investor agrees to take all steps necessary to enable him or it to comply with the provisions of this Section 4(a), including, if necessary, voting any shares of Common Stock in favor of the transaction with the Proposed Transferee (whether effected as a merger or otherwise) to facilitate the Proposed Transferors' exercise of a Drag-Along Right. (b) To exercise a Drag-Along Right, the Proposed Transferors shall give each Investor a written notice (for purposes of this Section 4, a "Drag- Along Notice") containing (i) the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer shares of Common Stock have lapsedthat the Proposed Transferee proposes to acquire from the Proposed Transferors, equal (ii) the name and address of the Proposed Transferee, and (iii) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each Investor shall thereafter be obligated to sell the shares of Common Stock subject to such Drag-Along Notice, provided that the -------- sale to the product Proposed Transferee is consummated within 120 days of (x) the total number of Holder’s Shares held by such Holder on the date delivery of the Drag-Along Notice Notice. If the sale is not consummated within such 120-day period, then each Investor shall no longer be obligated to sell such stockholder's shares pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Section 4. (as defined belowc) Notwithstanding anything contained in this Section 4, in the event that all or a portion of the purchase price consists of securities and the sale of such securities to the Investors would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (yor any successor regulation) the Third Party Sale Percentageor a similar provision of any applicable state securities law, then, at the same price and option of the Proposed Transferors, the Management Investors may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Board unless the Management Investors holding a majority of the shares of Common Stock held by Management Investors shall request an appraisal, in which case the appraisal procedure set forth in Section 2(h) shall be followed as closely as practicable, with such Management Investors holding a majority of such shares held by the Management Investors), on the same terms one hand, and conditions as such Selling Fortress Entity has agreed to with such Third Party; providedWarburg, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that on the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this provisohand, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If appointing an appraiser meeting the Third Party Sale is qualifications set forth in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawSection 2(h).

Drag Along Right. (a) Notwithstanding any other provision hereofanything to the contrary contained in this Agreement, so long as Vistra Member together with its Affiliates holds a Percentage Interest of at least fifty percent (50%), if any Holder has not exercised Vistra Member and its TagAffiliates (the “Dragging Member”) propose to Dispose of greater than 50% of the Units then owned by Vistra Member and its Affiliates to a Person (other than an Affiliate of Vistra Member) (whether such Disposition is by way of purchase, exchange, merger, other form of transaction or a Sale of the Company, a “Drag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party SaleTransaction”), then, upon request of the demand Dragging Member, the Managing Member (the “Drag-Along Notifying Party”) shall notify each other Member (each, a “Drag-Along Member”) in writing at least ten (10) days prior to the consummation of the Drag-Along Transaction. Such notice shall identify the proposed purchaser, the number and type of Units to be sold (if applicable), the consideration offered and any other material terms and conditions of the Drag-Along Transaction, in each case, to the extent then-known. If the Drag-Along Notifying Party delivers such notice: (i) each Drag-Along Member shall sell the Applicable Drag Percentage of the Units held by such Drag-Along Member (provided, that, if the Drag-Along Transaction constitutes a Sale of the Company, then each Class B Member shall sell all of its Class B Units), (ii) each Drag-Along Member shall be deemed to approve the proposed Drag-Along Transaction, (iii) to the extent any vote or consent to such Drag-Along Transaction is required, each Drag-Along Member shall vote for and consent to such Drag-Along Transaction (including on behalf of all of its Units and on behalf of all Units with respect to which such Drag-Along Member has the power to direct the voting) and shall waive any dissenters’ rights, appraisal rights or similar rights which such Drag-Along Member may have in connection therewith, (iv) no Drag-Along Member shall raise any objections to the proposed Drag-Along Transaction, (v) subject to clause (vi) below, each Drag-Along Member shall execute all documents reasonably required to effectuate such Drag-Along Transaction, as determined by the Drag-Along Notifying Party, and (vi) each Drag-Along Member shall be obligated to provide (A) representations and warranties as are customary for transactions of the type, provided that no Drag-Along Member shall be required to make representations and warranties in connection with such Drag-Along Transaction other than customary representations and warranties with respect to (I) such Drag-Along Member’s due organization, power and authority, (II) such Drag-Along Member’s ownership of its Units and ability to freely Dispose such Units without Encumbrances (other than by reason of this Agreement), (III) non-contravention of such Drag-Along Member’s charter, bylaws or other organizational documents and non-contravention of Laws or judgments and (IV) the enforceable nature of such Drag-Along Member’s obligations under the documents for such sale to which it is a party, subject to customary exceptions (collectively, the “Member Representations”), to the extent such Member Representations shall also be made by other Drag-Along Members and the Dragging Member, and (B) covenants as are customary for transactions of the type (but not any non-competition, non-solicitation, or similar restrictive covenants other than customary confidentiality covenants). To the extent indemnification is required of the Drag-Along Members in connection with a Drag-Along Transaction, no Drag-Along Member will be required to be liable in respect of any Selling Fortress Entity indemnification provided in connection with such Drag-Along Transaction (w) for any amount in excess of (I) such Drag-Along Member’s pro rata share (based upon the relative aggregate amounts of consideration received by such Drag-Along Member as compared to the aggregate amounts received by all Members participating in such Third Party Sale Drag-Along Transaction) of such indemnified amount, or (II) the consideration received by such Drag-Along Member in each such entityDrag-Along Transaction, (x) for the breach of any other Drag-Along Member’s sole discretionMember Representations, (y) for the breach of the Dragging Member’s Member Representations (or pursuant to an escrow for representations and warranties of the Company), such Holder shall sell or (z) other than on a several (and not a joint and several) basis with other Drag-Along Members and Vistra Member. Subject to the respective Third Party the number of whole Holder’s Shares (rounded upwards foregoing, each Drag-Along Member shall take all other actions reasonably necessary or downwardsdesirable, as applicabledetermined by the Drag-Along Notifying Party, to cause the consummation of the Drag-Along Transaction on the terms proposed by the Drag-Along Notifying Party. (b) Upon the consummation of the Drag-Along Transaction, each Drag-Along Member shall receive, with respect to each Unit Disposed of by it in such Drag-Along Transaction, the same form (or the same choice of form) and amount of per Unit consideration as each other Member participating in such Drag-Along Transaction (less any applicable taxes or withholding obligations). The total consideration payable to the Members in connection with a Drag-Along Transaction shall be allocated among the Members in accordance with Section 5.01 and, for this purpose, such total consideration will be computed based upon the sum of (i) the cash included in such consideration, plus (ii) the Fair Market Value of any non-cash property included in such consideration; provided that, notwithstanding anything to the contrary herein, the Managing Member, at the direction of the Drag-Along Notifying Party, may elect to make any such distribution of non-cash property subject to restrictions (including the use of escrow accounts, lock-ups, or other contractual restrictions on the beneficial rights in respect of such shares or other equity interests) so long as such restrictions do not adversely affect the intended economic rights, preferences, privileges, or powers of the Members in respect of their Units. (c) If a Drag-Along Transaction is consummated, then each Drag-Along Member shall bear a pro rata share (based upon the relative aggregate amounts of consideration received by such Drag-Along Member as compared to the aggregate amounts received by all Members participating in such Drag-Along Transaction) of all costs of the Drag-Along Transaction to the extent such costs are not otherwise paid by the Company or the acquiring party. The fees, costs, and expenses (including legal and expert fees and expenses) incurred by the Drag-Along Notifying Party and its Affiliates in connection with the consummation of a Drag-Along Transaction shall be deemed to be for the benefit of all Members for purposes of this Section 7.03(c), whether or not the restrictions on Transfer Drag-Along Transaction is consummated; provided, that, if the Drag-Along Transaction is consummated, in no event shall any such Drag-Along Member’s pro rata share of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date costs of the Drag-Along Notice (as defined below) and (y) Transaction exceed the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder Drag-Along Member in the Third Party Sale; provided further, that Drag-Along Transaction. Costs incurred by any Drag-Along Member in connection with a Holder Drag-Along Transaction shall not be obligated to participate in any Third Party Sale considered costs of the Drag-Along Transaction hereunder and shall be the sole responsibility of such Drag-Along Member. (d) In connection with a Drag-Along Transaction pursuant to this Section 2(b)(iii7.03: (i) unless such Holder is provided an opinion of counsel if requested by the Drag-Along Notifying Party, the Company will promptly engage, on customary terms (including customary indemnification from the Company), a nationally recognized investment banking firm selected by the Managing Member to provide financial advisory services to the effect Company, and the Company shall pay the fees and expenses of such investment banking firm; and (ii) the Company and the Members will cooperate in the obtaining of all Governmental Authorizations and third-party approvals and consents (including clearances and expirations of waiting periods) reasonably necessary to consummate, and will use their respective commercially reasonable efforts to satisfy any conditions to the consummation of, a Drag-Along Transaction under this Section 7.03; provided, that in no circumstance shall anything contained in this Agreement be deemed to require any Member to (i) pay any money to any Governmental Authority or other Person with respect to obtaining such Governmental Authorizations or third party approvals or consents (other than de minimis filing fees or similar costs) or (ii) agree to undertake any action or to provide any efforts with respect to obtaining any Governmental Authorization or other third-party approvals, consents or clearances that includes an obligation to litigate with any Governmental Authority or other body or to divest or hold separate any assets or investments of such Member or its Affiliates or the Third Party Sale Company or its Subsidiaries or to take any other mitigating action that could negatively affect the reputation or other assets or investments of such Member or its Affiliates or the Company or its Subsidiaries. (e) If the Drag-Along Transaction is not consummated within twelve (12) months from the delivery of the notice of Drag-Along Transaction pursuant to Section 7.03(a), then the Drag-Along Notifying Party must again comply with the notice and other requirements of this Section 7.03 in violation connection with any proposed Drag-Along Transaction; provided, that, if the consummation of such sale is subject to the receipt of any Governmental Authorizations and such Governmental Authorizations have not been received by the end of such twelve (12) month period, such twelve (12) month period shall automatically be extended for an additional thirty (30) days following receipt of such Governmental Authorizations. (f) Notwithstanding anything contained in this Section 7.03, there shall be no liability on the part of the Drag-Along Notifying Party to the other Members (other than the obligation to return the limited power of attorney and the certificates, if any, and other applicable federal instruments representing Units received by the Drag-Along Notifying Party) or any other Person if the Drag-Along Transaction pursuant to this Section 7.03 is not consummated for whatever reason, regardless of whether the Drag-Along Notifying Party has delivered a notice of a Drag-Along Transaction pursuant to Section 7.03(a). The decision regarding whether to effect a Drag-Along Transaction pursuant to this Section 7.03 by the Drag-Along Notifying Party shall be in the sole and state securities absolute discretion of the Drag-Along Notifying Party. (g) With respect to a Drag-Along Transaction, each Member irrevocably constitutes and appoints a designee of the Dragging Member, with full power of substitution and resubstitution, as its true and lawful attorney in fact and agent with full power and authority in its name, place and stead to execute, acknowledge, verify, deliver, swear to, file and record at the appropriate public offices such documents as the Dragging Member deems necessary to carry out (to the extent consistent with the terms hereof) the provisions of this Section 7.03, including all consents, agreements and other instruments necessary to reflect or give effect to the provisions of this Section 7.03. The appointment by all Members of a designee of the Dragging Member, as attorney-in-fact, in each case to the extent set forth in the foregoing sentences of this Section 7.03(g), shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of a designee of the Dragging Member, to act as contemplated by this Section 7.03 in any filing and other action by it on behalf of the Company, shall survive the incapacity of any Person hereby giving such power, and the Disposition of all or any portion of the Units of such Person in the Company, and shall not be affected by the subsequent incapacity of such Person; provided that in the event of the Disposition by a Member of all of its Units in the Company, the foregoing power of attorney of a Disposing Member shall survive such Disposition and shall apply with respect to such Assignee upon such Assignee being admitted as a New Member pursuant to this Agreement. This power of attorney may be exercised by such attorney-in-fact for all Members (or any of them) by a single signature of a designee of the Dragging Member, acting as attorney-in-fact with or without listing all of the Members executing an instrument. Any Person dealing with the Company may conclusively presume and rely upon the fact that any instrument referred to above, executed by any holder of this power of attorney, is authorized, legal, valid and binding, without further inquiry. If required, each Member shall execute and deliver to a designee of the Dragging Member, within five (5) days after the receipt of a request therefor, such further designations, powers of attorney or other laws orinstruments as a designee of the Dragging Member, if such Holder is not provided with an opinion shall reasonably deem necessary for the purposes hereof. The Dragging Member shall keep the Class B Member Representative reasonably informed with respect to the status of all material matters contemplated handled by the Dragging Member under this proviso, each Selling Fortress Entity who has delivered Section 7.03(g) as reasonably requested by the Class B Member Representative. (h) The Drag-Along Notifying Party shall not be entitled to consummate a Drag-Along Notice Transaction pursuant to this Section 7.03 unless the gross consideration allocable to the Rollover Members in connection with such Holder Drag-Along Transaction in respect of their Class B Units is equal to or exceeds the Fair Market Value of the Class B Units held by the Rollover Members. (i) The provisions of this Section 7.03 shall indemnify such Holder for any such violation. If terminate upon the Third Party Sale is earlier of (i) immediately prior to the effectiveness of the registration statement in the form of connection with a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger Qualified IPO and not to exercise any rights of appraisal or dissent afforded under applicable law(ii) a Class B Liquidity Event.

Drag Along Right. Notwithstanding any other provision hereofIn the event that you become a Participating Stockholder Seller pursuant to Section 4.5 of the Stockholders Agreement, if any Holder has all Shares issuable in respect of vested “in the money” Options held by you whether or not exercised its Tag-Along Right (including any Options that would vest as a result of the consummation of the Change of Control Transaction described in Section 4.5 of the Stockholders Agreement) shall constitute Shares held by you for purposes of the calculation set forth in the first sentence of Section 4.5(a) of the Stockholders Agreement (provided, notwithstanding anything to the contrary in Section 4.5 of the Stockholders Agreement, you shall be required to exercise only the applicable “in the money” Options with respect to such Shares in accordance therewith). In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of event that (x) the total number of Holder’s consideration payable for Shares held by such Holder on the date to be sold pursuant to Section 4.5 of the Drag-Along Notice (as defined below) Stockholders Agreement includes securities and (y) applicable law would require the Third Party Sale Percentageprovision to you, at in your capacity as a Participating Stockholder Seller or Drag-Along Seller, as applicable, of any specified information regarding the same price and on Company or any of its parents or subsidiaries, such securities or the same terms and conditions issuer thereof that is not otherwise required to be provided for such Transfer pursuant to Section 4.5 of the Stockholders Agreement, then notwithstanding Section 4.5(f) of the Stockholders Agreement, you, in your capacity as a Participating Stockholder Seller or Drag-Along Seller, as applicable, shall have the right to sell Shares in such Selling Fortress Entity has agreed proposed Transfer pursuant to with such Third PartySection 4.5 of the Stockholders Agreement; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company maySponsor Investor Sellers shall have the right, but not the obligation, to cause to be paid to you, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered your capacity as a Drag-Along Notice to Seller, in lieu of such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is securities described in the form of a merger transactionpreceding sentence, each Holder agrees an amount in cash equal to vote its Holder’s Shares in favor the Fair Market Value of such merger Shares as of the date such securities otherwise would have been issued in exchange for such Shares. The Drag-Along Right of the Sponsors shall terminate upon the earlier to occur of (i) an IPO and (ii) a Liquidity Event. The Drag-Along Right of the Sponsors shall not include a right to exercise require you to sign a non-compete agreement (it being understood that any rights existing non-compete agreement then in effect between you and the Company or one of appraisal its parents or dissent afforded under subsidiaries shall not terminate solely as a result of such Transfer). Any unvested or “out-of-the money” vested Options shall be treated in accordance with the applicable lawaward agreement.

Drag Along Right. Notwithstanding In the event a Unit Majority Interest (the “Selling Investors”) approves a Sale Event, each of the Equityholders, including any other provision hereofof its successors as contemplated herein, hereby agrees, and shall be obligated to: if any Holder has not exercised its Tag-Along Right such transaction requires Equityholder approval, with respect to the maximum number of Holder’s Shares for all Equity Interests that such Equityholder owns or over which such Holder is permitted (pursuant Equityholder otherwise exercises voting power, to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale vote (in each such entity’s sole discretion)person, such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards by proxy or downwardsby action by written consent, as applicable)) all Equity Interests in favor of, whether and adopt, such Sale Event and to vote in opposition to any and all other proposals that could delay or not impair the restrictions on Transfer ability of Common Stock have lapsedthe Fund to consummate such Sale Event; if such transaction is a Unit Sale, equal to sell the product applicable proportion of (x) the total number of Holder’s Shares Units held by such Holder on Equityholder as is being sold by the date of Selling Investors to the Drag-Along Notice (as defined below) and (y) Person to whom the Third Party Sale PercentageSelling Investors propose to sell their Quotas, at the same price and and, on the same terms and conditions as the Selling Investors; to execute and deliver all related documentation and take such other action in support of the Sale Event as shall reasonably be requested by the Fund or the Selling Fortress Entity has agreed Investors in order to carry out the terms and provision of this Section 9.06, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; not deposit, and to cause their Affiliates to not deposit, except as provided in this Agreement, any Equity Interests owned by such party or Affiliate in a voting trust or subject any Equity Interests to any arrangement or agreement with respect to the voting of such Third PartyEquity Interests, unless specifically requested to do so by the acquiror in connection with the Sale Event; provided, however, that each to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Holder shall not Sale Event; and if the consideration to be permitted paid in exchange for the Equity Interests pursuant to sell this Section 9.06 includes any unvested Holder’s Shares securities and due receipt thereof by any Equityholder would require under applicable law (provided that x) the Company may, in its sole discretion, accelerate the vesting registration or qualification of such securities or of any unvested Holder’s Shares); provided further that person as a broker or dealer or agent with respect to such Selling Fortress Entity shall use its reasonablesecurities or (y) the provision to any Equityholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the United States Securities Act of 1933, as amended, the Fund may cause to be paid to any such Equityholder in lieu thereof, against surrender of the Equity Interests which would have otherwise been sold by such Equityholder, an amount in cash equal to the fair value (as determined in good faith efforts by the Fund) of the securities which such Equityholder would otherwise receive as of the date of the issuance of such securities in exchange for the Equity Interests. The obligations of each Equityholder set forth in Section 9.06(a) are subject to provide that the following requirements: (Ai) the only representation and warranty which representations, warranties or covenants that such Holder Equityholder shall be required to make in connection with the Third Party a Sale is a representation Event are representations and warranty warranties with respect to such Holder’s (A) its own ownership of the Holder’s Shares Equity Interests to be sold by it it, (B) its authorization to enter into definitive documentation with respect to the Sale Event, and (C) the absence of any conflict or litigation with respect to its ability to convey title thereto free and clear of liens, encumbrances and adverse claims consummate the Sale Event; and (Bii) the liability of no such Holder Equityholder (other than with respect to any representation and warranty made in connection with such Equityholders who are also employees or officers of the Third Party Sale is Companies) shall be, required to become subject to any non-competition provisions that restrict the several liability business of such Holder Equityholder (and not joint or any non-solicit provision except to the extent that it applies equally to all Equityholders). By executing this Agreement, each Equityholder hereby (a) grants to the Selling Investors an irrevocable proxy coupled with an interest to vote its Equity Interests in accordance with its agreements contained in this Section 9.06, whether in a meeting of Equityholders or any other person) and that such liability is limited means by which Equityholders are required or requested to vote, consent, approve or otherwise take action or exercise any rights as a holder of Equity Interests or in their capacities as Equityholders of the amount Fund, including a vote or other approval in favor of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to Event under this Section 2(b)(iii9.06 if an Equityholder vote is required or requested (whether by law or in accordance with this Agreement) unless to effect such Holder is provided an opinion Sale Event, and (b) irrevocably appoints the Selling Investors as its agent and attorney-in-fact (the “Agent”) (with full power of counsel substitution) to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion act with respect to the matters contemplated its Equity Interests in accordance with its agreements contained in this Section 9.06, whether in a meeting of Equityholders or any other means by this provisowhich Equityholders are required or requested to vote, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transactionconsent, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to approve or otherwise take action or exercise any rights as a holder of appraisal Equity Interests or dissent afforded under applicable lawin their capacities as Equityholders of the Fund, and to execute all consents, agreements, instruments and certificates and take all actions necessary or desirable to effectuate its agreements contained in this Section 9.06, including any Sale Event; provided, however, that such power-of-attorney and proxy shall automatically terminate in the event that the provisions of this Section 9.06 terminate (in accordance with the terms of this Agreement). Each Equityholder hereby grants to the Agent, pursuant to such proxy and power of attorney, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such Agent, or such Agent’s substitute or substitutes, shall lawfully do or cause to be done by virtue of such proxy and power of attorney and the rights and powers herein granted. Dissolution, Liquidation and Termination Dissolution . The Fund shall dissolve and its affairs shall be wound up upon (i) the expiration term or liquidation of the Fund in accordance with this Agreement and the Fund Regulation, or (ii) the approval of the General Quotaholders’ Meeting.

Drag Along Right. Notwithstanding (a) Subject at all times to the provisions of Section 6.4 relating to Rights of First Refusal, in the event that the holders representing at least thirty five percent (35%) of the then-outstanding Units (the “Control Group”) wish, where a transfer is otherwise permitted in this Agreement (and for the avoidance of doubt, not prior to the fifth (5th) anniversary hereof), to Transfer in a bona fide arm’s length sale all of the Units then owned by them to any Person who is not an Affiliate of any member of the Control Group (the “Proposed Transferee”), the Control Group shall have the right (the “Drag Along Right”) to require all of the other provision hereofUnitholders to sell to the Proposed Transferee all, if and not part only, of the Units then owned by such Unitholders for the same per share consideration to be received by the Control Group (such transaction referred to in this Agreement as a “Drag Along Sale”); provided, however, that the provisions of this Section 6.6 shall not be available to any Holder Party hereto to the extent such Party has failed to timely fund a required capital call made by the Board of Managers of the Company (subject to the Minority Protection Rights) and such funding failure shall not exercised its Tag-Along Right have been cured by the defaulting Party under the terms of the Agreement. (b) Each Unitholder agrees with respect to the maximum number of Holder’s Shares for all Units that he/she/it holds and any other Company securities over which such Holder Unitholder otherwise exercises dispositive power: (i) in the event such transaction requires the approval of Unitholders, if the matter is permitted (pursuant to Section 2(b)(ii)(B) above) be brought to exercise a vote at a Unitholder meeting, to be present, in person or by proxy, as a holder of Units, at all such Tag-Along Right in respect meetings and be counted for the purposes of determining the presence of a Third Party Sale, then, upon the demand quorum at such meetings; and to vote or cause to be voted all Units in favor of such Drag Along Sale and in opposition of any Selling Fortress Entity participating and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Drag Along Sale; (ii) in such Third Party the event that the Drag Along Sale (in is to be effected by the sale of Units held by the Control Group without the need for Unitholder approval, each such entity’s sole discretion), such Holder shall Unitholder agrees to sell to all Units of the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares Company held by such Holder on Unitholder to the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale PercentageProposed Transferee, at for the same price per-Unit consideration and on the same terms and conditions as such Selling Fortress Entity has agreed the Control Group; (iii) to with such Third Party; provided, however, that each such Holder shall not be permitted to sell refrain from exercising any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting dissenters’ rights or rights of appraisal under applicable law at any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty time with respect to such Holder’s own ownership Drag Along Sale, provided it is conducted in accordance with this Section 6.6; and (iv) to execute and deliver all related documentation and take such other action in support of the Holder’s Shares Drag Along Sale as shall be reasonably requested by the Company or the Control Group. (c) If a Party to be sold by it this Agreement fails or refuses to vote or sell his, her or its Units as required by, or votes his, her or its Units in contravention of this Section 6.6, then such Party hereby grants to the Chairman and Secretary of the Company an irrevocable proxy coupled with an interest to vote such Units in accordance with this Section 6.6, and hereby appoints the Chairman and Secretary and each of them acting singly, as his, her or its ability attorney in fact, to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of sell such Holder with respect to any representation and warranty made Units in connection accordance with the Third Party Sale is the several liability terms of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law6.6.

Drag Along Right. Notwithstanding (a) Subject to paragraph (b) below, if the Board approves a Sale of the Company (the "Approved Sale"), the Stockholders will consent to and raise no objections to the Approved Sale of the Company and (i) if the Approved Sale of the Company is structured as a sale of stock, the Stockholders will agree to sell all of their Common Stock and rights to acquire Common Stock on the terms and conditions approved by the Board, (ii) if the Approved Sale of the Company is structured as a merger, consolidation or other reorganization, the Stockholders will vote in favor thereof (to the extent they are entitled to vote) and will not exercise any dissenters' rights of appraisal they may have under Delaware law, and (iii) if the Approved Sale of the Company is structured as a sale of all or substantially all of the Company's consolidated assets, the Stockholders will vote in favor thereof (to the extent they are entitled to vote). The Stockholders will use their best efforts to cooperate in the Approved Sale of the Company and will take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company as are reasonably requested by the Board, including, but not limited to, the provision of representations and warranties or indemnifications; provided that the Stockholders shall not be required to incur any out-of-pocket expenses in connection with such Approved Sale of the Company which are not reimbursed by the Company; and provided further that no Stockholder shall be required to provide substantively different representations and warranties or indemnification than any other provision hereof, if any Holder has not exercised its Tag-Along Right Stockholder and that each Stockholder's obligations thereunder shall be several and limited to the proceeds received by such Stockholder in connection with such Approved Sale. (b) The obligations of the Stockholders with respect to the maximum number Approved Sale of Holder’s Shares for which such Holder is permitted the Company are also subject to the satisfaction of the following conditions: (pursuant to Section 2(b)(ii)(Bi) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand consummation of any Selling Fortress Entity participating in such Third Party the Approved Sale (in of the Company, all of the holders of each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer class of Common Stock have lapsedwill receive the same form and amount of consideration for their Common Stock as all other holders of the same class of Common Stock, equal or if any Stockholders are given an option as to the product form and amount of consideration to be received, all holders of the same class of Common Stock will be given the same option; (xii) the total number price per share of Holder’s Shares Common Stock will be payable in cash or publicly traded securities and will be on terms consistent with the rights and preferences set forth in the Company's Certificate of Incorporation as is reasonably determined by the holders of at least a majority of the shares of Class D common voting as a separate class, the holders of at least a majority of the Class B Common voting as a separate class, and the holders of at least a majority of the shares of Class C Common voting as a separate class, and if such classes cannot agree, by an investment banking firm of national recognition mutually agreeable to such parties, whose determination shall be conclusive; and (iii) if the Approved Sale is to a Person that is not an Independent Third Party, the holders of a majority of the Common Stock held by such Holder on the date Other Stockholders may request that an appraisal of the Drag-Along Notice (as defined below) and (y) fair market value of the Third Party Sale Percentage, at securities to be sold and/or received by the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make Other Stockholders in connection with such Approved Sale be made by an investment banking firm of national recognition mutually agreeable to such parties, whose determination shall be binding upon the Company and the Other Stockholders, and it shall be a condition to the consummation of such Approved Sale to a Person that is not an Independent Third Party Sale is that such Person pay as consideration to the Other Stockholders the fair market value as determined pursuant to such appraisal (if such appraisal results in a representation valuation greater than the valuation of the consideration proposed to be delivered in connection with such Approved Sale, the Company shall pay the costs of such appraisal, otherwise the requesting Stockholders shall pay such costs). (c) If the Company enters into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and warranty Exchange Commission may be available with respect to such Holder’s own ownership negotiation or transaction (including a merger, consolidation or other reorganization), the Stockholders will, at the request of the Holder’s Shares Board, and to be sold the extent required to comply with Rule 501, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Board. If any Stockholder appoints the purchaser representative designated by it and its ability to convey title thereto free and clear of liensthe Board, encumbrances and adverse claims and (B) the liability Company will pay the fees of such Holder with respect purchaser representative, but if any Stockholder declines to any representation and warranty made in connection with appoint the Third Party Sale is purchaser representative designated by the several liability of Board, such Holder holder will appoint another purchaser representative (and not joint with any other person) and that such liability is limited reasonably acceptable to the amount Board), and such holder will be responsible for the fees of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to purchaser representative so appointed. (e) The provisions of this Section 2(b)(iii) unless such Holder is provided an opinion 5.3 shall terminate automatically and be of counsel to no further force and effect upon the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form consummation of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawPublic Offering.

Drag Along Right. Notwithstanding (a) In connection with any other provision hereoftransaction or series of related transactions that results in any Person who is not an Affiliate of the Company prior to such transaction or series of transactions acquiring all, but not less than all, of the shares of Covered Stock held by the MDP Stockholders (the “MDP Sale Transaction”), the MDP Stockholders shall have the right to require each U.S. Situs Pritzker Stockholder (for the purposes of this Section 5, a “Dragged Stockholder”) to sell an equal percentage of such Dragged Stockholder’s shares of Covered Stock in such MDP Sale Transaction on the same terms, conditions and price per share of Covered Stock as those applicable to the MDP Stockholders (including, if any Holder has not exercised its Tag-Along Right applicable, by providing an indemnity with respect to breaches of representations, warranties or covenants regarding the financial condition, results of operations, assets or liabilities of the Company or otherwise with respect to the maximum number liabilities or operations of Holder’s Shares for which the Company, in each case to the extent agreed to by the MDP Stockholders; provided, that any such Holder is permitted indemnity will be subject to clause (pursuant to 3) of the last sentence of this Section 2(b)(ii)(B5(a)) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then(the “Drag Transaction”). In addition, upon the request of the MDP Stockholders, the Dragged Stockholders agree (i) to vote (and if applicable, cause each of its Affiliates to vote) in favor of such MDP Sale Transaction, (ii) to vote in opposition to any and all other proposals that could oppose, prevent, delay, or impair the Company’s ability to close such MDP Sale Transaction, (iii) not to deposit, or cause such Dragged Stockholder’s Affiliates to deposit any shares of Covered Stock in a voting trust or subject any such shares to any arrangement or agreement with respect to voting any such shares, unless the MDP Stockholders specifically request that that Dragged Stockholder or such Dragged Stockholder Affiliate do so in connection with such MDP Sale Transaction, and (iv) not to demand or exercise dissenter’s or appraisal rights under Section 262 of the Delaware General Corporation Law (or any Selling Fortress Entity participating successor provision thereto) or any other applicable law or contract for which dissenter’s or appraisal rights are available with respect to such MDP Sale Transaction. In the event that the MDP Stockholders exercise their rights pursuant to this Section 5, (1) no Dragged Stockholder will be obligated to pay more than its pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with such Third Party MDP Sale Transaction to the extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the Company or the acquiring party (in each such entity’s expenses incurred by or on behalf of a stockholder for its sole discretionbenefit not being considered expenses incurred for the benefit of all stockholders), such Holder shall sell (2) any Dragged Stockholder Transferring Covered Stock pursuant to the respective Third Party MDP Sale Transaction shall not be required to make any representations or warranties in connection with such Transfer, except as to (A) good and valid title to the number Covered Stock being Transferred; (B) the absence of whole Holder’s Shares liens, with respect to the Covered Stock being Transferred; (rounded upwards or downwards, as C) its valid existence and good standing (if applicable); (D) the legal capacity and authority for, whether or not and validity, binding effect and enforceability of (as against such Dragged Stockholder), any agreement entered into by such Dragged Stockholder in connection with the restrictions on Transfer of such Covered Common Stock have lapsed, equal Shares; (E) all required consents and approvals to the product Dragged Stockholder’s Transfer of such Covered Stock having been obtained (xexcluding securities laws); and (F) the total number fact that no broker’s commission or finder’s fee is payable by the Dragged Stockholder as a result of Holderthe Dragged Stockholder’s Shares held conduct in connection with the Transfer of the Covered Stock pursuant to this Section 5, and (3) any indemnifications provided by such Holder the Dragged Stockholders will be on a several and not a joint basis (other than to the extent secured by an escrow fund or other similar mechanism). (b) In the event that the MDP Stockholders desire to exercise their rights pursuant to this Section 5, the MDP Stockholders shall notify each Stockholder in writing of the proposed Transfer no less than twenty (20) days prior to the contemplated consummation date of the proposed Transfer or transaction (the “Drag Notice”). Such notice shall set forth: (i) a description of the proposed Transfer or other transaction, (ii) the name of the proposed purchaser, and (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the proposed purchaser. Any proposed Transfer or transaction pursuant to this Section 5 that is not consummated within one hundred eighty (180) days following the date of the Drag-Along Notice Drag Notice, shall again be subject to the notice provisions of this Section 5(b). (as defined belowc) To the extent in conflict with the provisions of this Section 5, the provisions of Sections 4 and (y) the Third Party Sale Percentage, at the same price 6 shall be subordinate to and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect apply to any representation and warranty made in connection with the Third Party Sale is the several liability Transfer or exercise of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters rights contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawSection 5.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect 13.3.1 Should the holders of more than fifty percent (50%) of all Shares in the Company (collectively the “Selling Shareholder(s)”) propose in good faith to Transfer all of the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on Selling Shareholders or an Asset Sale to one or more bona fide arms-length third party purchaser(s) prior to the date sale of the Second Tranche Shares (the “Earn-In Period”) with a valuation of all Shares in the Company exceeding EUR 15,000,000 or valuation of the Asset Sale exceeding EUR 15,000,000, then all the other Shareholders shall be obligated to Transfer all of their Shares (or, if the third party purchaser wishes to execute an Asset Sale, the Selling Shareholders will have the right to require that the Company and the other Shareholders will cause such Asset Sale to be executed) to such third party purchaser(s) with the same price as agreed to by the Selling Shareholders (the “Drag-Along Right”). After the end of the Earn-In Period until the exercise of the Third Option, the Financier shall decide any Drag-Along Right sale, but the prior written consent to any proposed Drag-Along Right sale shall be required from the Founders should the valuation in a Drag-Along Right sale of all Shares in the Company or valuation of an Asset Sale be less than EUR 7,500,000. The Parties shall have an obligation to do all reasonable acts (including actions at the General Meetings and at the meetings of the Board) so as to safeguard the completion of the sale of all Shares or Asset Sale as efficiently as possible. The Parties hereby waive any redemption rights and commit to give consent under the Articles should the Selling Shareholders use their Drag-Along Right as set out above. 13.3.2 In case of a Drag-Along Right sale, the Parties agree that the definitive agreements to be entered into with the acquirer(s) shall contain terms and conditions, satisfactory to the Royalty Holders at their sole discretion, according to which the Company and the acquirer(s) unconditionally and irrevocable confirm that the Royalty Holder(s)’ Net Metals Royalty shall continue to bind the Company as well as the acquirer(s) as set out in this Agreement and the Royalty Holder(s) may also require the Pledge as set out in Section 9.8.1 above. 13.3.3 For the purposes of the Drag-Along Notice (as defined below) Right, the “Minority Owner(s)” means a Party owning less than 50 % of all Shares in the Company and (y) the Third “Majority Owner(s)” means a Party Sale Percentageowning more than 50 % of all Shares in the Company, at however the same price Founders’ ownership shall be calculated collectively. Accordingly, the Founders shall be the Majority Owners until the sale of the Second Tranche Shares and on thereafter the same Financier shall be the Majority Owner. In case of Drag-Along Right sale, the Parties agree that the terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that given in the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder definitive agreements shall be required to make the same in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liensall sellers, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.except that:

Drag Along Right. Notwithstanding At any other provision hereoftime after the closing of the Second NAV CANADA Tranche Financing or at any time after NAV CANADA US Subsidiary delivers, if any Holder has not exercised its Tag-Along Right with respect or is deemed to have delivered, written notice to the maximum number Company indicating that it elects not to fund any subsequent NAV CANADA Financing prior to the closing of Holder’s Shares for which such Holder is permitted the Second NAV CANADA Tranche Financing, in the event the Members holding at least 85% of Interests (pursuant the “Drag Along Holders”) determine to Section 2(b)(ii)(Bsell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) aboveor more of the Interests, in each case in a transaction constituting a change in control of the Company, to any non-Affiliate(s) of the Company or any of the Drag Along Holders, or to exercise such Tagcause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Drag Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale Holders (in each such entity’s sole discretioncase, the “Drag Along Buyer”) in a bona fide negotiated transaction (a “Drag Along Sale”), such Holder each of the Members, including any of its successors as contemplated herein, shall sell be obligated to and shall upon the written request of the Drag Along Holders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the respective Third Party Drag Along Buyer, its Interests on substantially the number same terms applicable to the Drag Along Holders; and (b) execute and deliver such instruments of whole Holder’s Shares (rounded upwards conveyance and transfer and take such other action, including voting such Interests in favor of any Drag Along Sale proposed by the Drag Along Holders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or downwardsrelated documents, as applicable)the Drag Along Holders or the Drag Along Buyer may reasonably require in order to carry out the terms and provisions of this Section 12.3, whether or not provided that NAV CANADA US Subsidiary shall have the restrictions on Transfer of Common Stock have lapsed, equal right to the product of (x) the total number of Holder’s Shares held by such Holder on the date of elect that NAV CANADA US Subsidiary Stockholder participate in the Drag-Along Notice Sale by selling its NAV CANADA US Subsidiary stock (as defined below) and (y) and/or the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting equity of any unvested Holderdirect or indirect corporate parent of NAV CANADA US Subsidiary whose only asset is ownership of NAV CANADA US Subsidiary) to the prospective buyer in lieu of a transfer of NAV CANADA US Subsidiary’s Shares); provided further that Interests thereto, and the purchase price payable by the prospective buyer for such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder NAV CANADA US Subsidiary stock shall be required equal to make the price that would have been payable in connection with the Third Party Drag Along Sale is a representation and warranty with respect to such HolderNAV CANADA US Subsidiary’s own ownership Interests. The obligations under this Section 12.3 shall terminate upon the occurrence of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale Company pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawArticle 10.

Drag Along Right. Notwithstanding (i) If at any time and from time to time after the date of this Agreement, Warburg and GE (collectively, the “Majority Holders”) wish to (i) Transfer in a bona fide arms’ length sale all of their Shares to any Person or Persons who are not Affiliates of the Company or the Majority Holders, (ii) approve any merger of the Company with or into any other provision hereofPerson who is not an Affiliate of the Company or the Majority Holders, if or (iii) approve any Holder has sale of all or substantially all of the Company’s assets to any Person or Persons who are not exercised its Tag-Along Right with respect to Affiliates of the maximum number Company or the Majority Holders (for purposes of Holder’s Shares for which such Holder is permitted (pursuant to this Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion3(b), such Holder Person or Persons is referred to as the “Proposed Transferee”), the Majority Holders shall have the right (for purposes of Section 3(b), the “Drag-Along Right”) to (x) in the case of a Transfer of the type referred to in clause (i), require each other Investor to sell to the respective Third Party the number Proposed Transferee all of whole Holder’s his or its Shares (rounded upwards including any warrants or downwardsoptions to acquire Shares) for the same per share consideration as proposed to be received by the Majority Holders (less, as applicablein the case of options or warrants, the exercise price for such options or warrants) then Owned by such Investor or (y) in the case of a merger or sale of assets referred to in clauses (ii) or (iii), whether require each other Investor to vote all shares then Owned by such other Investor in favor of such transaction and to waive any dissenter or not appraisal right such Investor may have under applicable law. Each Investor agrees to take all steps necessary to enable him or it to comply with the restrictions on Transfer provisions of Common Stock have lapsedthis Section 3(b) to facilitate the Majority Holders’ exercise of a Drag-Along Right. (ii) To exercise a Drag-Along Right, equal the Majority Holders shall give each Investor a written notice (for purposes of this Section 3(b), a “Drag-Along Notice”) containing (1) the name and address of the Proposed Transferee and (2) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee’s offer. Each Investor shall thereafter be obligated to sell or vote his or its Shares (including any warrants or options Owned by such Investor), provided that the sale to the product Proposed Transferee is consummated within ninety (90) days of (x) the total number of Holder’s Shares held by such Holder on the date delivery of the Drag-Along Notice Notice. If the sale or merger is not consummated within such ninety (90)-day period, then each Investor shall no longer be obligated to sell such Investor’s Shares pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Section 3(b). (iii) Each Investor shall execute and deliver such instruments of conveyance and transfer and take such other action, including executing any purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents, as defined below) and (y) may be reasonably required by the Third Party Sale Percentage, at Majority Holders or the same price and on Company in order to carry out the same terms and conditions provisions of this Section 3(b). If the transaction is structured as such Selling Fortress Entity has agreed to with such Third Party; provideda merger or consolidation, howevereach Investor shall waive any dissenters’ rights, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make appraisal rights or similar rights in connection with the Third Party Sale is a representation and warranty with respect proposed transaction. If any Investor fails or refused to vote or sell his, her or its Shares as required by, or votes his, her or its Shares in contravention of, this Section 3(b), then such Holder’s own ownership Investor hereby grants to the Secretary of the Holder’s Company an irrevocable proxy, coupled with an interest, to vote such Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection accordance with the Third Party Sale is the several liability provisions of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless 3(b), and hereby appoints the Secretary of the Company his, her or its attorney in fact, to sell such Holder is provided an opinion Shares in accordance with the provisions of counsel to this Section 3(b). At the effect that closing of the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger proposed transaction, each Holder agrees Investor shall deliver, against receipt of the consideration payable in such transaction, certificates representing the Shares which the Investor owns, together with executed stock powers or other instruments of transfer acceptable to vote its Holder’s Shares the Majority Holders. Notwithstanding anything contained in favor this Section 3(b), in the event that all or a portion of the purchase price consists of securities and the sale of such merger and not securities to exercise the Investors would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any rights successor regulation) or a similar provision of appraisal any state securities law, then, at the option of the Majority Holders, any one or dissent afforded under applicable lawmore of the Investors may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Board.

Drag Along Right. Notwithstanding 12.1 Without prejudice to Sections 10 and 11, in the event that either (a) Shareholder(s) individually or collectively holding more than 50% of the Shares in the Company or, (b) for so long as Medine holds at least 1,738,692 Shares in the Company (whereas any sale of Shares based on the Agreement mentioned in Clause 31.2 shall not trigger the Drag Along Right), Medine (individually an “Exiting Shareholder” or collectively the “Exiting Shareholders”), intend(s) to sell all of their/its Shares to a bona fide third party, or to contribute all of their/its Shares in the framework of a business combination to a third party willing to acquire all of the Shares, such Exiting Shareholder(s) at their sole discretion is/are collectively entitled to require the other provision hereofShareholders to sell or contribute, if any Holder has not exercised its Tag-as the case may be, immediately prior or immediately subsequent to or simultaneously with such Exiting Shareholder(s) to the third party all Shares in the Company held by them (the “Drag Along Right”), provided, however, that the exercise of the Drag Along Right with respect shall further be subject to (i) the maximum number requirements of Holder’s Shares for consents according to Sections 5.2 and 5.8 or deemed consents according to Sections 5.3 and 5.8 and (ii) as to each Shareholder, the proceeds from the sale per Share to which such Holder it is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, entitled being at least equal to the product of (x) the total number of Holder’s Shares held by its Investment per Share or it having consented to such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, sale. 12.2 Such sale or contribution shall be at the same price and on the same terms and conditions which have been offered to the Exiting Shareholder(s) by the potential purchaser. Concerning representations, warranties, undertakings and other restrictions and limitations in such a sale or contribution, the same representations, warranties, undertakings and other restrictions and limitations which have been offered by the Exiting Shareholders in the share purchase or contribution agreement shall apply to the other Shareholders’ shareholding and shall be given by the other Shareholders provided that, where the individual other Shareholder does not hold at least 10% of the Shares, such individual other Shareholder must not (i), as concerns the period following completion of the relevant transaction, be subject to any restrictions (such Selling Fortress Entity has agreed as non-compete or non-solicit) other than customary confidentiality obligations in relation to with such Third Party; providedthe relevant transaction, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (Aii) the only representation and warranty which such Holder shall be required to make amend, extend or terminate any contractual or other relationship with the Company, the acquirer or their respective affiliates, or (iii) in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the sale or contribution incur liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to third party or exceeding the total amount of proceeds the consideration actually received by such Holder Shareholder in such sale or contribution. Drag Along Rights can only be exercised if the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale full consideration is in cash or in freely disposable listed securities within the form meaning of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor section 31 para. 2 of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawthe German Takeover Act (WpÜG).

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect (a) Subject to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not and without limiting the restrictions on Transfer of Common Stock have lapseddescribed in Section 6.04, equal and only to the product extent Buyer has not exercised (or is deemed to have waived its right to exercise) its tag-along rights pursuant to Section 6.05, if Seller desires or intends to sell, assign, Transfer or otherwise convey, directly or indirectly, all (but not less than all) of its interest in the Joint Assets, to a Third Party (xwhether through a marketed sales process, pursuant to a negotiated offer or otherwise), then Seller shall be entitled to exercise drag-along rights to require Buyer to participate in such Transfer for all (but not less than all) of Buyer’s interest in the total number of Holder’s Shares held by such Holder on Joint Assets (the date of “Dragged Interest”) as provided in this Section 6.06 (and expressly subject to the limitations in Section 6.06(c)) (a “Drag-Along Notice Sale”). If Seller intends to proceed with a Drag-Along Sale, Seller may exercise its drag-along rights by delivering to Buyer a written notice (as defined belowa “Drag Notice”) which shall (i) identify the proposed Third Party transferee, (ii) include such Third Party transferee’s bona fide allocation of value among Seller’s and Buyer’s respective interest in the Joint Assets, (iii) specify the anticipated date on which such proposed sale shall take place, and (yiv) describe the Third material terms and conditions of the proposed sale (including, without limitation, the offer price; allocation of liabilities; indemnification thresholds and deductibles; and descriptions of the representations, warranties, defect mechanisms and termination rights). Seller will use commercially reasonable efforts to cause the proposed transferee to propose a purchase price that includes Seller’s and Buyer’s respective interest in the Joint Assets described in the Drag Notice and a bona fide allocation of value between the Seller’s and Buyer’s respective interest, on the one hand, and all other assets of Seller (if any) included in the transaction subject to a Drag Notice, on the other hand. Neither Party Sale Percentageshall intentionally interfere with such bona fide allocation. (b) Subject to Section 6.06(c), at if Seller exercises its drag-along rights described in this Section 6.06 consummates a Drag-Along Sale, then (i) Buyer shall be required to Transfer all (but not less than all) of the same price and Dragged Interest on substantially the same terms and conditions as such Selling Fortress Entity has agreed to with between Buyer and such Third Party transferee, with the exception that any representations and warranties relating specifically to any Party shall be made only by that Party, and any indemnification provided by the Parties in the sale shall be made on a several, and not joint, basis; provided(ii) Seller and Buyer shall enter into separate but substantially similar purchase and sale agreements with the purchaser with respect to such Drag-Along Sale to the extent (and only to the extent) the terms of such agreements do not materially burden, however, that each restrict or limit any current acquisitions or divestitures with respect to the Dragged Interest; and (iii) as consideration for such Holder Dragged Interests Seller shall not be permitted entitled to sell any unvested Holder’s Shares (provided that receive the Company may, in its sole discretion, accelerate the vesting greater of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with applicable Repurchase Price for the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and Dragged Interest or (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party transferee’s bona fide allocation of value to the Dragged Interests, as specified in the Drag Notice. (c) Notwithstanding anything herein to the contrary, Seller will not have the right to exercise its drag-along rights under this Section 6.06 if the compensation for the Dragged Interest paid to Buyer would be less than the applicable Repurchase Price that would be owing to Buyer for the Dragged Interest under Section 6.03 as of the date the Drag-Along Sale is consummated; provided that: (i) for purposes of this Section 6.06(c), the several liability Repurchase Price attributable to ▇▇▇▇▇ other than the Commitment ▇▇▇▇▇ Drilled, Equipped and Completed on the Leases and the lands pooled or unitized therewith after the Repurchase Period will be deemed to be the greater of such Holder (and not joint the amount calculated in accordance with any other personSection 6.03(b)(ii) and that the value allocated to Buyer’s interest in such liability is limited ▇▇▇▇▇ by the applicable Third Party transferee; and (ii) Seller shall have the right (but not the obligation) to pay Buyer directly (in immediately available funds) the amount of proceeds actually received any difference between the applicable Repurchase Price (as modified under Section 6.06(c)(i) above) and the purchase price paid to Buyer by such Holder in the applicable Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iiitransferee. (d) unless such Holder is provided an opinion of counsel Notwithstanding anything to the effect that contrary herein, Seller shall have no liability to Buyer if the Third Party Drag-Along Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder consummated for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawreason.

Drag Along Right. Notwithstanding So long as Sopica, directly or indirectly, continues to hold, directly or indirectly, at least 20% of the issued and outstanding Common Shares (including any other provision hereofClass A Common Shares on as-converted to Common Shares basis), at any time following December 31, 2025, if any Holder has not exercised its Tag-Sopica approves a Sale of the Company in writing for a deemed price per Share of no less than [Redacted – Commercially Sensitive Information] (a “Drag Along Right with respect Sale”), specifying that this Section 6.8 shall apply to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Drag Along Right in respect of a Third Party Sale, then, upon subject to the demand satisfaction of any Selling Fortress Entity participating each of the conditions set forth in Section 6.9, each Shareholder and the Company hereby agree: (a) if the Drag Along Sale requires shareholder approval, with respect to all Shares that such Third Party Sale Shareholder owns or over which such Shareholder otherwise exercises voting power, to vote (in each such entity’s sole discretion)person, such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards by proxy or downwardsby action by written consent, as applicable)) all Shares in favor of, whether or not the restrictions on Transfer of Common Stock have lapsedand adopt, equal such Drag Along Sale (together with any related amendment to the product Articles required to implement the Drag Along Sale) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate the Drag Along Sale; (xb) if the total number Drag Along Sale is a Stock Sale, to sell the same proportion of Holder’s Shares share capital of the Company beneficially held by such Holder on Shareholder as is being sold by the date of Selling Shareholders to the Drag-Along Notice (Person to whom Sopica proposes to sell their Shares, and, except as defined permitted in Section 6.9 below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as the other shareholders of the Company; (c) to execute and deliver all related documentation and take such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder other action in support of the Drag Along Sale as shall not reasonably be permitted to sell any unvested Holder’s Shares (provided that requested by the Company mayor Sopica in order to carry out the terms and provision of this Section 6.8, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, amalgamation agreement, any associated indemnity agreement or escrow agreement, any associated voting, support or joinder agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in its sole discretionthis Agreement, accelerate any Shares owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the vesting voting of any unvested Holder’s such Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts unless specifically requested to provide that (A) do so by the only representation and warranty which such Holder shall be required to make acquiror in connection with the Third Party Sale is Drag Along Sale; (e) to refrain from exercising any dissent rights or rights of appraisal under applicable law at any time with respect to the Drag Along Sale; (f) if the consideration to be paid in exchange for the Shares pursuant to this Section 6.8 includes any securities and due receipt thereof by any Shareholder would require under applicable law (x) the registration or qualification of such securities or of any Person as a representation and warranty broker or dealer or agent with respect to such Holder’s own ownership securities; or (y) the provision to any Shareholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” (as defined in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”)), the Company may cause to be paid to any such Shareholder in place thereof, against surrender of the Holder’s Shares to be which would have otherwise been sold by it and its ability such Shareholder, an amount in cash equal to convey title thereto free and clear the fair value (as determined in good faith by the Board) of liens, encumbrances and adverse claims and (B) the liability securities which such Shareholder would otherwise receive as of the date of the issuance of such Holder with respect to any representation and warranty made securities in exchange for the Shares; (g) if Sopica, in connection with the Third Party Sale is Drag Along Sale, appoints a shareholder representative (the several liability of such Holder (and not joint with any other person“Shareholder Representative”) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to matters affecting the matters contemplated by this provisoShareholders under the applicable definitive transaction agreements following consummation of the Drag Along Sale, each Selling Fortress Entity who has delivered a Drag-Along Notice (x) to such Holder shall indemnify such Holder for any such violation. If consent to (i) the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor appointment of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.Shareholder Representative,

Drag Along Right. Notwithstanding (i) Subject to the provisions of the WMT Stockholders Agreement, if at any other provision time and from time to time, Warburg desires to Transfer in a bona fide arms' length sale all of its Shares to any Person or Persons who are not Affiliates of Warburg (for purposes of this Section l(b), the "PROPOSED TRANSFEREE"), Warburg shall have the right (for purposes hereof, if any Holder has not exercised its Tagthe "DRAG-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) aboveALONG RIGHT") to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in require each such entity’s sole discretion), such Holder shall other Investor to sell to the respective Third Party the number Proposed Transferee all of whole Holder’s his Shares (rounded upwards including any warrants or downwardsoptions to acquire Shares) for the same per share consideration as proposed to be received by Warburg (less, as applicable)in the case of options or warrants, whether the exercise price for such options or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (xwarrants) the total number of Holder’s Shares then held by such Holder on Investor. Each other Investor agrees to take all steps necessary (including approving a sale via vote or written consent) to enable him or it to comply with the date provisions of this Section l(b) to facilitate Warburg's exercise of a Drag-Along Right. (ii) To exercise a Drag-Along Right, Warburg shall give each other Investor a written notice (for purposes of this Section l(b), a "DRAG-ALONG NOTICE") containing (1) the name and address of the Proposed Transferee and (2) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each other Investor shall thereafter be obligated to sell its Shares (including any warrants or options Held by such Investor), PROVIDED that the sale to the Proposed Transferee is consummated within ninety (90) days of delivery of the Drag-Along Notice Notice. If the sale is not consummated within such 90-day period, then each other Investor shall no longer be obligated to sell such other Investor's Shares pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Section l(b). (as defined belowiii) Notwithstanding anything contained in this Section l(b), in the event that all or a portion of the purchase price consists of securities and the sale of such securities to the Investors would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (yor any successor regulation) the Third Party Sale Percentageor a similar provision of any state securities law, then, at the same price and on option of Warburg, the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company mayother Investors may receive, in its sole discretionlieu of such securities, accelerate the vesting fair market value of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonablesecurities in cash, as determined in good faith efforts to provide that (A) by the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawBoard.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised (a) If BorgWarner (the "Dragging Member") proposes to transfer all or part of its Tag-Along Right with respect Membership Interest (such Membership Interest or part of Membership Interest proposed to be transferred being the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above"Drag Interest") to exercise one or more Third Parties (each such Tag-Along Right transferee being the "Drag Purchaser") in respect of a bona fide sale to a Third Party Salein which it is not receiving any consideration other than cash and that values the JV at no less than the Market Value, thenthen the Dragging Member shall be entitled to require each other Member (each, upon a "Dragged Member") to transfer the demand following in accordance with this Section 6.11 (such right of any Selling Fortress Entity participating the Dragging Member being the "Drag-Along Right"): (i) in the event that the Dragging Member proposes to transfer all of its Membership Interest, all of Membership Interest held by each Dragged Member; or (ii) in the event that the Dragging Member proposes to transfer only a portion of its Membership Interest, such Third Party Sale part of the Membership Interest held by the Dragged Member that represents the same proportion (the "Drag ​ Relevant Proportion") that the Drag Interest bears to the total Membership Interest held by the Dragging Member. (b) The consideration payable to the Dragging Member and each Dragged Member shall be in proportion to the Membership Interests being sold by each (for example, in the event that the Dragging Member sells a 30% Membership Interest (i.e., representing 30% of the total equity interests in the JV) whereas a Dragged Member sells a 20% Membership Interest, then the consideration payable to the Dragging Member shall be 1.5 times the consideration payable to such entity’s sole discretionDragged Member). (c) If the Dragging Member wishes to exercise the Drag-Along Right, it shall issue a notice in writing (a "Drag Notice") to each Dragged Member prior to completion of the transfer of the Drag Interest which gives rise to the Drag- Along Right, specifying: (i) the fact that it is exercising the Drag-Along Right; (ii) the portion of the Drag Interest to be transferred by the Dragging Member and portion of the Membership Interest required to be transferred by the Dragged Member as a result of the Drag Notice ("Dragged Interest"); (iii) the price offered for the Drag Interest, together with the price payable for the Dragged Interest in accordance with Section 6.11(b), such Holder shall sell to or, in the respective Third Party event no price has been finally determined with the number of whole Holder’s Shares (rounded upwards or downwardsDrag Purchaser on the date the Drag Notice is served, the contemplated total minimum price, as applicable), whether or not well as the restrictions on Transfer of Common Stock have lapsed, equal payment conditions pursuant to which the product of transfer shall take place; (xiv) the total number other material terms of Holder’s Shares held by such Holder the contemplated transfer which would be known on the date of the Drag Notice; (v) the proposed completion date of the transfer; and (vi) the name and address (or registered office) of each Drag Purchaser and the identity of each person ultimately controlling (in the event that this is known by the Dragging Member) the Drag Purchaser (if not an individual). (d) If the Dragging Member exercises its Drag-Along Notice Right in accordance with this Section 6.11, such Dragging Member shall cause the Drag Purchaser to acquire each Dragged Interest at the latest by the date of completion of the transfer of the Drag Interest to the Drag Purchaser. (as defined belowe) and Provided that (yI) the Third Party Sale Percentageconsideration paid to the Dragged Member is the same form and amount, taking into account any other consideration to be received by the Dragging Member (on a pro rata basis given the percentage shareholding of each Dragged Member relative to the Dragging Member), as that paid to the Dragging Member, (ii) the consideration is paid to the Dragged Member at the same price time and on in the same terms manner as it is paid to the Dragging Member, and conditions (III) the ​ ​ obligations (on a pro rata basis given the percentage shareholding of each Dragged Member relative to the Dragging Member) on such Dragged Member (including, without limitation, obligations with respect to indemnification, non- solicitation and competition restrictions) under such agreement are no more onerous than those undertaken by the Dragging Member and subject to Section 6.11(b), each Dragged Member undertakes to execute the agreement presented by the Dragging Member according to which the Dragged Interests shall be sold to the Drag Purchaser. (f) Any transfer of a Dragged Interest by a Dragged Member under this Section 6.11 shall be made with full title guarantee free from all liens, pledges and encumbrances of any kind (other than encumbrances under federal and state securities laws or set forth in this Agreement) and with all rights attached to such Dragged Interest as at the date of completion of the transfers pursuant to the Drag-Along Right. (g) If a Dragged Member does not, at least two (2) Business Days before the completion date set out in the Drag Notice (or any other date specified in writing by the Dragging Member to such Selling Fortress Entity has agreed Dragged Member), execute and provide to with such Third Party; provided, however, that each such Holder shall not be permitted the Dragging Member the agreement referred to sell any unvested Holder’s Shares in Section 6.11(e) (provided that the Company mayfinal execution version of such agreement has been provided to the Dragged Member and it is fully in compliance with the provisions set forth in this Agreement) and any other documents required for transfer of the shareholdings specified in the Drag Notice, in its sole discretion, accelerate such Dragged Member shall be deemed to have granted a power of attorney to any person nominated for the vesting purpose by the Dragging Members to act on behalf of such Dragged Member to transfer the applicable Dragged Interest to the Drag Purchaser including execution of any unvested Holder’s Shares); provided further that such Selling Fortress Entity necessary ancillary document(s) in relation to the same. Each Dragged Member shall use its reasonable, good faith efforts to provide that (A) promptly ratify and confirm all things done and all documents executed by the only representation and warranty which such Holder shall be required to make Dragging Member in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership exercise of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear powers under the power of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale attorney granted pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law6.11(g).

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag(a) If a Member or group of Members (the “Selling Members”) wish to sell Shares comprising sixty percent (60%) of all then outstanding Shares (on a fully diluted basis) to a Third Party Purchaser for cash or publicly traded and freely tradable securities (a “Drag-Along Right Sale”), then such Selling Members shall have the right, in lieu of complying with the provisions of Section 9.3, to require the other Members to sell all of their Shares to such Third Party Purchaser in connection with such Drag-Along Sale and otherwise on the same terms as such Selling Members selling such Shares. Such right shall be exercisable by written notice (a “Buyout Notice”) given to each Member other than the Selling Members which shall state (i) that such Selling Members propose to effect the sale of all of the Shares of every Member of the Company to such Third Party Purchaser, (ii) the name of the Third Party Purchaser, and (iii) the purchase price the Third Party Purchaser is paying for the Shares and which attaches a copy of any definitive agreements between such Selling Members and the other parties to such transaction. Each such Member agrees that, upon receipt of a Buyout Notice, each such Member shall be obligated to sell all of its Shares for the purchase price set forth in the Buyout Notice and upon the other terms and conditions of such transaction (and otherwise take all reasonably necessary action to cause consummation of the proposed transaction, including voting such Shares in favor of such transaction). (b) If the Board of Managers and the Members approve a Change of Control (an “Approved Sale”), then so long as distributions of consideration to the Members are made in accordance with the provisions of Section 3.4, each Member agrees to vote in favor thereof, use its best efforts to cooperate in the Approved Sale and take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Board of Managers, including, without limitation, by waiving any appraisal or similar rights with respect to the maximum number Approved Sale. The obligations of Holder’s Shares for which such Holder is permitted (the Members to participate in any Approved Sale pursuant to this Section 2(b)(ii)(B9.4(b) above) are subject to exercise such Tag-Along Right in respect the satisfaction of the following condition: if any Member of a Third Party Sale, then, upon the demand class of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell Shares is given an option as to the respective Third Party the number form and amount of whole Holder’s consideration to be received with respect to Shares (rounded upwards or downwardsin a class, as applicable), whether or not the restrictions on Transfer all holders of Common Stock have lapsed, equal to the product Shares of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at class will be given the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Partyoption; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that arrangements entered into between a member of management of the Company may, in and the Third Party Purchaser (or its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (AAffiliates) the only representation and warranty which such Holder shall be required to make in connection with the Approved Sale, including any rollover of equity or debt securities by such member of management into the Third Party Sale is a representation and warranty Purchaser (or its Affiliates), shall not be deemed to violate or otherwise conflict with respect to such Holder’s own ownership the terms of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and this Section 9.4(b). (Bc) the liability of such Holder The closing with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Drag-Along Sale pursuant to this Section 2(b)(iii9.4 shall be held as soon as practicable and at the time and place specified in the Buyout Notice but in any event within three (3) unless such Holder months of the date the Buyout Notice is provided an opinion of counsel delivered to the effect Members (the “Drag-Along Outside Date”); provided, that if the approval of any Governmental Authority is required for the Drag-Along Sale and such approval has not been obtained by the Drag-Along Outside Date, then the Drag-Along Outside Date shall be extended to the date that is five days after the receipt of such approval. Consummation of the Transfer of Shares by any Member to the Third Party Purchaser in a Drag-Along Sale is not in violation (i) shall be conditioned upon consummation of applicable federal the Transfer by each Selling Member to such Third Party Purchaser of the Shares proposed to be Transferred by the Selling Members and state securities (ii) may be effected by a Transfer of the Shares or the merger, consolidation or other laws orcombination of the Company with or into the Third Party Purchaser or its Affiliate, if such Holder is not provided with an opinion in one or a series of related transactions. If the proposed Transfer with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a applicable Shares subject to the Buyout Notice does not meet the requirements of Section 9.4(a) prior to the Drag-Along Notice Outside Date, such Selling Members shall be deemed to have forfeited their rights to require the other Members to sell all of their Shares to such Holder Third Party Purchaser in connection with such Drag-Along Sale. (d) The Selling Members shall indemnify such Holder arrange for any such violation. If payment in cash (by bank cashier’s check or certified check or by wire transfer of immediately available funds to the accounts designated by the other Members) or publicly traded and freely tradable securities directly by the Third Party Sale is Purchaser to each other Member, upon delivery of an appropriate assignment in form and substance reasonably satisfactory to the Third Party Purchaser, which assignment shall be made free and clear of all liens, claims and encumbrances, except as provided by this Agreement or as otherwise agreed to by such Third Party Purchaser. In connection with any Transfer pursuant to a Buyout Notice, each other Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Selling Members make or provide in connection with the Drag-Along Sale; provided, that each other Member shall only be obligated to make individual representations and warranties with respect to its title to and ownership of the applicable Shares, authorization, execution and delivery of relevant documents, enforceability of such documents against such Member, and other matters relating to such Member, but not with respect to any of the foregoing with respect to any other Members, the Selling Members or their Shares; provided, further, that all representations, warranties, covenants and indemnities in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger applicable purchase agreement shall be made by the Selling Members and the other Members severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Selling Members and each other Member, in each case in an amount not to exercise exceed the aggregate proceeds received by the Selling Members and each other Member in the Drag-Along Sale. Any transaction costs, including transfer taxes and legal, accounting and investment banking fees incurred by the Company and the Selling Members and any rights other Member participating in a Transfer pursuant to a Buyout Notice shall, unless the applicable Third Party Purchaser refuses, be borne by the Company in the event of appraisal or dissent afforded under applicable lawan Approved Sale and shall otherwise be borne by the Members on a pro rata basis based on the consideration received by each Member in such Transfer.

Drag Along Right. Notwithstanding (a) If any group of Stockholders composed of TCI Sub and any other provision hereof, if two Stockholders (which may include any Holder has not exercised its Tag-Along Right with respect Electing Stockholders) (so long as such Stockholders are Eligible Stockholders and neither of such Stockholders is a member of the same Stockholder Group as the other such Stockholder or as TCI Sub) (a "Dragging Control Block Group") proposes to effect ---------------------------- a Control Block Sale, such Control Block Group shall have the right (the "Drag- ----- Along Right") to require each remaining Stockholder (a "Drag-Along Stockholder") ----------- ---------------------- to sell in such transaction an amount of Company Securities beneficially owned by such Drag-Along Stockholder's Stockholder Group equal to (x) the maximum number of Holder’s Shares for Company Securities proposed to be purchased in the Control Block Sale multiplied by (y) a fraction, the numerator of which shall be the number of Company Securities beneficially owned by such Holder Drag-Along Stockholder's Stockholder Group and the denominator of which shall be the sum of (i) the number of Company Securities beneficially owned by the Dragging Control Block Group plus (ii) the number of Company Securities beneficially owned by the Stockholder Groups of each Drag-Along Stockholder (as defined below), in each case determined prior to such Control Block Sale and determined on an as converted into shares of Series A Common Stock basis (such number of shares which is permitted the product of the immediately preceding clauses (x) and (y), the "Dragged Shares"), subject to the provisions of this Section 4.6. If the -------------- Dragging Control Block Group elects to exercise its right to require the Drag- Along Stockholders to participate in such a Control Block Sale as provided in this Section 4.6, then the Dragging Control Block Group shall provide written notice thereof to each Drag-Along Stockholder (the "Drag-Along Notice"), which ----------------- notice shall include the amount and type of the direct and indirect consideration to be paid to the Dragging Control Block Group (which, to the extent applicable, shall be determined in accordance with the procedures specified in Section 4.6(b)), the form of acquisition agreement the Dragging Control Block Group is prepared to enter into in connection with such Control Block Sale and all other material terms thereof. (b) If in connection with such Control Block Sale assets, properties or other securities, in addition to the Company Securities (or interest therein) are to be transferred, then prior to submitting a Drag-Along Notice pursuant to this Section 4.6, the Dragging Control Block Group and the other Stockholders shall cause the total consideration specified in the Control Block Sale to be allocated between the Company Securities and such other assets, properties and securities in proportion to their respective fair market values pursuant to Section 2(b)(ii)(B4.7. (c) above) to exercise such TagEach member of a Drag-Along Right Stockholder's Stockholder Group shall be required to sell (the "Dragged Sale") the Dragged Shares upon the same ------------ terms and conditions as the Dragging Control Block Group has proposed or agreed to sell Company Securities to the purchaser in respect such Control Block Sale. (d) Subject to the terms of a Third Party Sale, thenthis Agreement, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell delivery to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date it of the Drag-Along Notice (as defined below) Notice, each Drag-Along Stockholder and (y) each member of its Stockholder Group shall agree to become a party to or otherwise become bound by the Third Party Sale Percentage, at the same price and on the same applicable terms and conditions as such Selling Fortress Entity of the contract, agreement or instrument pursuant to which the Dragging Control Block Group has agreed to with such Third Party; providedsell Company Securities in the Control Block Sale, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation which terms and warranty which such Holder conditions shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited no less favorable to the amount members of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice Stockholder's Stockholder Group than the terms and conditions applicable to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawDragging Control Block Group.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B4(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii4(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Drag Along Right. Notwithstanding any other provision hereof4.1. If the holders of a majority of the Series A Stock (the “Triggering Investors”) shall approve in writing or by meeting, if any Holder has not exercised its Tag-Along Right with respect as evidenced by a writing reflecting such approval, a Sale, then the Company shall provide written notice of such approval (the “Sale Notice”) to the maximum number other Investors and the Common Holders (collectively, the “Other Holders”), which notice shall include reasonable details of Holder’s Shares for which such Holder is permitted (pursuant the Sale, including the proposed time and place of the closing and the consideration to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect be received by the Triggering Investors and the Other Holders. Upon the expiration of a Third Party Saleten (10) day period after the Other Holders receive the Sale Notice, theneach of the Other Holders shall be obligated to and shall: (a) sell, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion)transfer and deliver, such Holder shall sell or cause to be sold, transferred and delivered, to the respective Third Party the number proposed purchaser or transferee all of whole Holder’s Shares (rounded upwards his, her or downwards, as applicable), whether or not the restrictions on Transfer its shares of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date capital stock of the Drag-Along Notice (as defined below) and (y) Company in the Third Party Sale Percentage, at the same price and closing thereof on the same terms and conditions as such Selling Fortress Entity has agreed for the same consideration, according to with such Third Party; provided, however, that the different rights and preferences of each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that class and series of capital stock of the Company maypursuant to the Certificate, as that received by the Triggering Investors (and deliver certificates for such shares at the closing, free and clear of all liens and encumbrances); and (b) if stockholder approval of the Sale is required, vote all of his, her or its shares of capital stock of the Company, or provide an irrevocable proxy to vote his, her or its shares, in its sole discretionfavor thereof. Notwithstanding the foregoing, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts no Triggering Investor or Other Holder subject to provide that (A) the only representation and warranty which such Holder this Section 4 shall be required to make any representations or warranties or provide any indemnities in any agreement used to effect a Sale, except relating to ownership of capital stock of the Company by such Triggering Investor or Other Holder, their due execution of such agreement and the enforceability of such agreement as to such Triggering Investor or Other Holder. 4.2. In connection with a Sale, each of the Triggering Investors and Other Holders hereby expressly waives, to the extent permitted under applicable law, the applicability of the provisions for dissenters’ or appraisal rights set forth in Section 262 of the Delaware General Corporation Law, and expressly agrees that it shall not be entitled, under any circumstances in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liensSale, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of such dissenters’ or appraisal or dissent afforded under applicable lawrights.

Drag Along Right. Notwithstanding (i) If at any other provision hereoftime and from time to time after the date of this Agreement, if the holders of a majority of the Series A Preferred Stock (the "Majority Holders") wish to Transfer in a bona fide arms' length sale all of their Shares to any Holder has Person or Persons who are not exercised its TagAffiliates of the Majority Holders (for purposes of this Section 3(d), the "Proposed Transferee"), the Majority Holders shall have the right (for purposes of Section 3(d), the "Drag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) aboveRight") to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in require each such entity’s sole discretion), such Holder shall Investor to sell to the respective Third Party the number Proposed Transferee all of whole Holder’s his Shares (rounded upwards including any warrants or downwardsoptions to acquire Shares) for the same per share consideration as proposed to be received by the Majority Holders (less, as applicablein the case of options or warrants, the exercise price for such options or warrants) then Owned by such Investor. Each Investor agrees to take all steps necessary to enable him or it to comply with the provisions of this Section 3(d) to facilitate the Majority Holder's exercise of a Drag-Along Right. (ii) To exercise a Drag-Along Right, the Majority Holders shall give each Investor a written notice (for purposes of this Section 3(d), whether a "Drag-Along Notice") containing (1) the name and address of the Proposed Transferee and (2) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each Investor shall thereafter be obligated to sell its Shares (including any warrants or not options Owned by such Investor), provided that the restrictions on Transfer of Common Stock have lapsed, equal sale to the product Proposed Transferee is consummated within ninety (90) days of (x) the total number of Holder’s Shares held by such Holder on the date delivery of the Drag-Along Notice Notice. If the sale is not consummated within such 90-day period, then each Investor shall no longer be obligated to sell such Investor's Shares pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Section 3(d). (as defined belowiii) Notwithstanding anything contained in this Section 3(d), in the event that all or a portion of the purchase price consists of securities and the sale of such securities to the Investors would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (yor any successor regulation) the Third Party Sale Percentageor a similar provision of any state securities law, then, at the same price and option of the Majority Holders, the Investors may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by a unanimous vote of the Board. In the event the Board is unable to arrive at a unanimous vote regarding the valuation of such securities, the securities shall be valued pursuant to the appraisal procedure set forth in Section 3(b)(vi) above, with the Majority Holders, on the same terms one hand, and conditions as such Selling Fortress Entity has agreed to with such Third Party; providedthe other Investors, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that on the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this provisohand, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawappointing an appraiser as provided therein.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right ‌ (a) If an Investor or group of Investors with respect an aggregate Investor Percentage Interest equal to or greater than 50% (the maximum number of Holder’s Shares for which such Holder is permitted (pursuant “Dragging Investor”) proposes to Section 2(b)(ii)(B) above) consummate a Company Sale to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Purchaser (a “Drag Third Party Sale Purchaser”) in exchange for cash and/or freely transferable and marketable securities (in each such entity’s sole discretion)a transaction, such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the a “Drag-Along Notice (as defined below) Sale”), then such Dragging Investors shall have the right to require each Investor to include its Common Shares in such Company Sale and/or vote its Common Shares and (y) the Third Party Sale Percentage, at the same price and take any other‌ actions in furtherance thereof on the same terms and conditions as applicable to the Dragging Investors, including by waiving any appraisal or similar rights with respect to the Drag-Along Sale and executing any action by written consent of the Investors. Such right shall be exercisable by written notice (a “Buyout Notice”) given to each Investor other than the Dragging Investors that shall state (i) that such Selling Fortress Entity has agreed Dragging Investors propose to with effect the Drag-Along Sale to such Drag Third Party; providedParty Purchaser, however(ii) the name of the Drag Third Party Purchaser, and (iii) the purchase price the Drag Third Party Purchaser is paying for the Common Shares and that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting include a copy of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make definitive agreements in connection with the Third Party Sale is such Drag-Along Sale. Each such Investor agrees that, upon receipt of a representation and warranty with respect to Buyout Notice, such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder Investor shall not be obligated to participate sell all of its Common Shares for the purchase price set forth in the Buyout Notice (on the same price and with the same (but proportionate) amount of consideration or choice of consideration given to all other Investors) and on the other terms and subject to the conditions of such transaction (and otherwise take all reasonably necessary action to cause consummation of the proposed transaction). (b) The closing of any Third Party Drag-Along Sale pursuant to this Section 2(b)(iii) unless such Holder 3.3 shall be held as promptly as practicable and at the time and place specified in the Buyout Notice, but in any event within nine months after the date the Buyout Notice is provided an opinion of counsel delivered to the effect Investors; provided, that such nine-month period may be extended at the election of the Dragging Investors for a period of up to 90 days to the extent necessary to obtain any regulatory approvals required in connection with the Drag-Along Sale (the “Drag-Along Outside Date”). Consummation of the Transfer of Common Shares by any Investor to the Drag Third Party Purchaser in a Drag- Along Sale is not in violation (i) shall be conditioned upon consummation of applicable federal the Transfer by each Dragging Investor to such Drag Third Party Purchaser of the Common Shares proposed to be Transferred by the Dragging Investor and state securities (ii) may be effected by a Transfer of such Common Shares or the merger, consolidation or other laws orcombination of the Company with or into the Drag Third Party Purchaser or any of its Affiliates, if such Holder is not provided with an opinion in one or a series of related transactions. If the proposed Transfer with respect to the matters contemplated by this provisoapplicable Common Shares subject to the Buyout Notice does not meet the requirements of Section 3.3(a) prior to the Drag-Along Outside Date, such Dragging Investors shall be deemed to have forfeited their rights to require the other Investors to sell all of their Common Shares to such Drag Third Party Purchaser in connection with such Drag-Along Sale. (c) In connection with any Transfer pursuant to a Buyout Notice, each Selling Fortress Entity who has delivered Investor shall execute the applicable transaction agreement and make or provide the same representations, warranties, covenants, indemnities, agreements, escrows and holdback arrangements as the Dragging Investors make or provide in connection with the Drag-Along Sale (such representations, warranties, covenants, indemnities, agreements, escrows and holdback arrangements to be set forth in the Buyout Notice); provided, that each Investor shall be obligated to make only individual representations and warranties with respect to its title to and ownership of the applicable Common Shares, authorization, execution and delivery of relevant documents, enforceability of such documents against such Investor, and other matters relating to such Investor, but not with respect to any of the foregoing with respect to any other Investors or their Common Shares or the Company and its Subsidiaries; provided, further, that all representations and warranties in the applicable transaction agreement with respect to the Company and its Subsidiaries shall be made by the Dragging Investors or the Company and the other Investors shall be severally and not jointly liable with respect to any indemnification obligation with respect thereto, and any such indemnification obligation shall be pro rata based‌ on the proceeds received by such Investors, in each case, in an amount not to exceed the aggregate proceeds received by such Investors; provided, further, in no event shall any Investor be required to enter into a non-compete, non-solicit or other similar restrictive covenant. Any transaction costs, including legal, accounting and investment banking fees and expenses incurred in connection with a Drag-Along Notice Sale and for the benefit of all Investors (it being understood that costs incurred by or on behalf of an Investor for its sole benefit shall not be considered to be for the benefit of all Investors), shall be paid or reimbursed by the Company or the Drag Third Party Purchaser. (d) Each Investor hereby grants to the Company (i) an irrevocable proxy coupled with an interest to vote, including in any action taken by written consent, such Holder shall indemnify Investor’s Common Shares to approve any Drag-Along Sale pursuant to this Section 3.3 and (ii) an irrevocable power of attorney coupled with an interest to execute and deliver in the name and on behalf of such Holder for Investor all such agreements, instruments and other documentation as is required to transfer such Investor’s Common Shares and to take any other actions in furtherance thereof, subject to the limitations set forth in Section 3.3(c). Notwithstanding the foregoing, the Company may exercise the proxy and power of attorney granted by each Investor pursuant to this Section 3.3(d) at any time as may be necessary to consummate a Drag-Along Sale pursuant to this Section 3.3 only if such Investor fails to comply with the provisions of this Section 3.3 within five days of receiving notice of any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.request.‌

Drag Along Right. Notwithstanding (a) If at any other provision hereoftime during a Marketing Period, if any Holder has not exercised its Tagthe Offerors (for the purposes of this Section 9.03, the “Drag-Along Right Sellers”) enter into a binding, definitive agreement complying with respect the terms of this Section 9.03 to Transfer all or substantially all of the maximum number of Holder’s Shares for which such Holder is permitted Units (pursuant to Section 2(b)(ii)(Bor Echo Shares) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale then outstanding (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of such Units (xor Echo Shares) the total number of Holder’s Shares are held by such Holder on the date of the Drag-Along Sellers) to a third party (the “Drag-Along Transferee”) in connection with a Company Sale that was treated as a ROFO Sale and for which the Drag-Along Sellers had included in the Offer Notice a statement that such ROFO Sale would be a Drag-Along Sale (whether structured as defined belowa sale of Units (or Echo Shares), merger or other business combination) (a “Drag-Along Sale”), the Drag-Along Sellers may at their option require each other Member (each, a “Dragged Member”) to, (x) Transfer all (but not less than all) Units held by such Member (or Echo Shares, in the case Echo is the Dragged Member) to the Drag-Along Transferee for the same consideration (based on the pro rata Membership Percentages of the Members) and, (y) (1) vote such Dragged Member’s Units (and Echo Shares, in the case Echo is the Dragged Member) in favor thereof, and otherwise consent to and raise no objection to such Drag-Along Sale, and waive any dissenters’ rights, appraisal rights or similar rights that such Dragged Member may have in connection therewith and (y2) be a party to the Third Party definitive agreement(s) governing the terms and conditions of such Drag-Along Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Partythe Drag-Along Sellers (except as provided in Section 9.03(c)); provided, howeverthat to the extent Echo is the Dragged Member, that each such Holder shall not the holders of Echo Shares will be permitted to sell any unvested Holder’s Shares (provided that the Company mayentitled, in its the sole discretiondiscretion of Echo, accelerate to substitute for the vesting Units to be Transferred by Echo in such Drag-Along Sale all of any unvested HolderEcho’s Shares); provided further capital stock for the same consideration that would have otherwise been payable in respect of such Selling Fortress Entity Units. (b) The Drag-Along Sellers shall use its reasonableprovide notice of such Drag-Along Sale to the Dragged Members (a “Drag-Along Sale Notice”) not later than fifteen (15) days prior to the consummation of the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the Drag-Along Transferee, good faith efforts the consideration proposed to provide that (A) the only representation and warranty which such Holder shall be required to make paid in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder Sale (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale, which shall indemnify such Holder for any such violation. If the Third Party Sale is be no less favorable in the form of a merger transaction, each Holder agrees aggregate to vote its Holder’s Shares the Dragged Members than as set forth in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.the Initial Offer Notice. The Drag-Along

Drag Along Right. (i) Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect anything to the maximum number contrary contained herein, at any time (i) if each of Holder’s Shares for which the Actual Controller, Genesis Capital, Tencent, Tiger Fund and Eastern Bell and the Series F Lead Investor (collectively the “Drag Holders”) approves a Trade Sale of the Group Companies, and (ii) provided that (X) the valuation of the Group Companies immediately prior to such Holder Trade Sale is permitted no less than 1.2 times a valuation of the Company representing a per share price equaling to the Deemed Series F Issue Price, in case of any Trade Sale occurring prior to December 31, 2022, or (pursuant Y) the valuation of the Group Companies immediately prior to Section 2(b)(ii)(Bsuch Trade Sale is no less than 1.4 times a valuation of the Company representing a per share price equaling to the Deemed Series F Issue Price, in case of any Trade Sale occurring on or after January 1, 2023 and prior to December 31, 2023, or (Z) above) the valuation of the Group Companies immediately prior to exercise such Tag-Along Right Trade Sale is no less than 2.0 times a valuation of the Company representing a per share price equaling to the Deemed Series F Issue Price, in respect case of any Trade Sale occurring on or after January 1, 2024, then the Drag Holders shall have the right to deliver a Third Party written notice to notify each other Shareholder of the Company of such Trade Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in whereupon each such entity’s sole discretion)Shareholder shall, such Holder shall sell to in accordance with the respective Third Party instructions received from the number of whole Holder’s Shares (rounded upwards or downwardsDrag Holders, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date take each of the Drag-Along Notice actions set forth in clauses (as defined belowa) and (yb) below: (a) vote all of its Equity Securities of the Third Party Sale PercentageCompany in favor of such Trade Sale; (b) sell such Shareholder’s pro rata portion of the Equity Securities of the Company, at the same price and on the same terms and conditions and at the sale price as such Selling Fortress Entity has agreed approved by the Drag Holders. Any proceeds received from the Trade Sale shall be distributed among the Shareholders of the Company in accordance with Section 4.6(i). In no event shall the Shareholders’ obligations under this Section 4.7(i) result in violation of any laws and regulations with respect to with such Third Partythe transfer of state-owned assets or any requirements of state-owned assets supervision and administration authorities; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity Shareholders shall use its reasonable, good faith their reasonable efforts to provide that (A) the only representation and warranty which cause such Holder shall Trade Sale to be required to make consummated in connection accordance with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership relevant provisions of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.Schedule A.

Drag Along Right. Notwithstanding any other provision hereof(i) Subject to Section 5.6(vii), if any Holder has not exercised or group of Holders (the “Initiating Drag Holder”) collectively holding greater than fifty percent (50%) of the Fully Diluted Common Shares desires to Transfer all of its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer their shares of Common Stock have lapsedand/or Preferred Stock, equal as the case may be, to the product any Person, other than a Permitted Transferee of (x) the total number of Holder’s Shares held by such Holder on the date any of the Drag-Along Notice (as defined below) and (y) Initiating Drag Holders, in a single transaction or series of related transactions, whether pursuant to a sale of the Third Party Sale Percentage, Equity Securities of the Company or an alternate form of transaction at the same price and on election of the same terms and conditions as Initiating Drag Holder (including through a merger transaction or business combination) (a “Drag Transaction”), then if requested by the Initiating Drag Holder, each other Holder (each, a “Selling Holder”) shall be required to sell all of its shares of Common Stock and/or Preferred Stock (or, if applicable, to support such Selling Fortress Entity has agreed to alternate form of transaction) in accordance with such Third Partythis Section 5.6; provided, however, that each if, at the time of such proposed Drag Transaction there shall exist any Additional Major Holders, then the approval of the Major Holders representing at least fifty percent (50%) of the Equity Interests of the Company then owned by all of the Major Holders shall be required in order to consummate any proposed Drag Transaction. (ii) The consideration to be received by a Selling Holder shall not be permitted the same form and amount of consideration per share to sell any unvested be received by the Initiating Drag Holder’s Shares (provided that , and the Company mayterms and conditions of such Drag Transaction shall be the same as those applicable to the Initiating Drag Holder. In connection with the Drag Transaction, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that Holder will agree (A) to provide customary representations and warranties regarding its legal status and authority, and its ownership of the only representation shares of Common Stock and/or Preferred Stock being transferred, and warranty which customary (several but not joint) indemnities regarding the same, and (B) to participate pro rata based on the consideration to be received by such Selling Holder in any customary indemnities with respect to matters other than the representations and warranties described in clause (A) above, it being understood that such participation shall be limited to funding, on a pro rata basis based on the consideration to be received by such Selling Holder, any escrow arrangements related thereto and being responsible for such Holder’s pro rata share of any withdrawals therefrom. Notwithstanding anything to the contrary contained herein, in no event shall any Selling Holder be required (x) to agree to any restrictive covenant, including any non-competition covenant, employee non-solicit covenant or other similar agreement restricting the business operations of the Holder as a condition of participating in such Transfer, other than confidentiality, or (y) to agree to any indemnification obligations or contribute any amount in excess of the net cash amount received by such Selling Holder in any such Drag Transaction. (iii) In connection with any Drag Transaction, each Selling Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws orvote, if such Holder a vote is not provided with an opinion with respect to the matters contemplated required by this provisoAgreement, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form Applicable Law, or otherwise, its shares of a merger transaction, each Holder agrees to vote its Holder’s Shares Common Stock and/or Preferred Stock in favor of such merger Drag Transaction at any Holders Meeting called to vote on or approve such Drag Transaction and/or to consent in writing to such Drag Transaction, and the Holders and the Company shall take all other actions necessary or reasonably required to cause, and shall not interfere with, the consummation of such Drag Transaction on the terms and conditions proposed by the Initiating Drag Holder, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments, furnishing information and copies of documents, and filing applications, reports, returns and other documents or instruments with governmental authorities; provided that in each case, a Selling Holder shall be provided with reasonable prior notice of, and the opportunity to exercise review (including with its external advisors), any such actions so required by Selling Holders to cause the consummation of a Drag Transaction. Without limiting the foregoing, (A) each Holder shall vote or cause to be voted all shares of Common Stock and/or Preferred Stock that such Holder holds or with respect to which such Holder has the power to direct the voting and which are entitled to vote on such Drag Transaction in favor of such Drag Transaction and shall waive any dissenter’s rights, appraisal rights of appraisal or dissent afforded under applicable law.similar rights which such Holder may have in connection therewith and

Drag Along Right. Notwithstanding anything contained in this Article II to the contrary, at any other provision hereoftime prior to an IPO of the Company, if any Holder (i) a bona fide firm offer has not exercised its Tagbeen made by an unaffiliated third party to acquire at least sixty-Along Right with respect to six percent (66%) of the maximum number Spotify Securities, on a fully diluted basis (which, for purposes of Holder’s Shares for which such Holder is permitted (pursuant to this Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale2.07, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party means the number of whole Holder’s Spotify Shares issued and outstanding, together with the number of Spotify Shares issuable upon the exercise, conversion or exchange into Spotify Shares of all issued and outstanding Spotify Securities (rounded upwards excluding the Spotify Top-Up Options, the Convertible Notes and any Beneficiary Certificates) (such acquisition, a “Drag Transaction ”) and (ii) the holders of Spotify Securities (the “Transferring Holders”) that (A) together beneficially own at least sixty-six percent (66%) of the outstanding Spotify Shares and (B) include at least one (1) of the Founders (the “Transferring Founder(s)”) accept such offer, the Transferring Founder(s) shall have the right, on behalf of the Transferring Holders, to require the Investors and their respective controlled Affiliates who beneficially own any Spotify Securities (the “Drag-Along Parties”) to Transfer all or downwards, as applicable), whether or not the restrictions on Transfer a portion of Common Stock have lapsed, equal their respective Spotify Securities to the product third party Transferee in such Drag Transaction, all in accordance with the following provisions: (a) The Transferring Founder(s) shall, on behalf of the Transferring Holders, notify the Investors in writing of the proposed Drag Transaction no later than forty-five (x45) days prior to the total completion of the proposed Drag Transaction (the “Drag-Along Notice”). The Drag-Along Notice shall specify whether the Transferring Holders wish to exercise their drag-along rights pursuant to this Section 2.07 and set forth the identity of the proposed third party Transferee, the number of Holder’s Shares held Spotify Securities to be Transferred, the price per Spotify Security and the other terms and conditions for the Drag Transaction. The Drag-Along Notice shall be sent by such the Transferring Founder(s) on behalf of the Transferring Holders and shall also identify one Transferring Holder to whom the Investors shall send notices or other communications. (b) If required by the Transferring Founder(s) on behalf of the date of Transferring Holders in the Drag-Along Notice (as defined below) and (y) Notice, the Third Party Sale Percentage, at Drag-Along Parties shall be obligated to Transfer Spotify Securities to the same price and third party Transferee in such Drag Transaction on the same terms and conditions (including at the same price (subject to adjustments to take into account the value of the Spotify Top-Up Options)) as the Transferring Holders. The Transferred Spotify Securities (being the Spotify Securities that the third party has offered to acquire) shall be allocated among the Transferring Holders and such Selling Fortress Entity has agreed Drag-Along Parties on a pro rata basis, calculated as the total number of Spotify Securities beneficially owned by the Drag-Along Parties in relation to with the total number of Spotify Securities beneficially owned by all Transferring Holders and the Drag-Along Parties, all on a fully diluted basis. (c) If a Drag Transaction occurs pursuant to which the Drag-Along Parties are obligated to Transfer Spotify Securities as provided for in this Section 2.07 in exchange for securities other than cash and/or marketable securities (“non-marketable securities”), the Transferring Founder(s) and the Investors shall cooperate in good faith to procure that the issuer of such Third Party; providednon-marketable securities replicates the economic rights and other rights and priorities of the Drag-Along Parties immediately prior to such Transfer in its own capital structure. (d) For the purposes of this Section 2.07, however, that each such Holder (i) DGE Investments shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is deemed a representation and warranty with respect to such Holder’s own ownership Founder should a majority of the Holder’s Shares to outstanding shares of DGE Investments no longer be sold ultimately held by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims ▇▇▇▇▇▇ ▇▇ and (Bii) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder ▇▇▇▇▇▇▇ shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion deemed a Founder should a majority of counsel to the effect that the Third Party Sale is not in violation outstanding shares of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated ▇▇▇▇▇▇▇ no longer be ultimately held by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

Drag Along Right. Notwithstanding 5.1. If at any other provision hereoftime after the third (3rd) anniversary of the Closing Date (as defined in the Series D-2 Share Purchase Agreement), if any Holder has not exercised its Tagwith the approval of (i) the holders of shares carrying at least a majority of the voting power of the then outstanding Series D Preferred Shares, (ii) the holders of shares carrying at least a majority of the voting power of the then outstanding Series C+ Preferred Shares and Series C-4 Preferred Shares, (iii) the holders of shares carrying at least a majority of the voting power of the then outstanding Series C Preferred Shares, (iv) the holders of at least a majority of the then outstanding Series B-2 Preferred Shares, (v) the holders of shares carrying at least a majority of the voting power of the then outstanding Series A Preferred Shares and Series B-1 Preferred Shares, and (vi) the holders of shares carrying at least a majority of the voting power of the then outstanding Ordinary Shares (excluding Ordinary Shares held by Dreamsome and China Best and Ordinary Shares issued under the Company’s employee share option plans) (collectively “Drag-Along Right Requestors”) of a proposed Acquisition (as defined below), then, in any such event, upon written notice from such any Drag-Along Requestor requesting them to do so, each holder of the Shares and the Founders shall (i) vote, or give their written consent with respect to, all the Shares directly or indirectly held by them in favor of such proposed Acquisition and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Acquisition; (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 Acquisition; (iii) if such proposed Acquisition is a sale of Shares of the maximum number Company, to sell the same proportion of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares Company held by such Holder on the date of holder as is being sold by the Drag-Along Notice (as defined belowRequestors to the person(s) and (y) to whom the Third Party Sale PercentageDrag-Along Requestors propose to sell their Shares, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice Requestor(s); and (iv) execute and deliver all documentation and take all actions reasonably necessary to such Holder consummate the proposed Acquisition, including without limitation amending the then existing Memorandum and Articles of Association of the Company. 5.2. For purposes of this Section 5, an “Acquisition” shall indemnify such Holder for any such violation. If mean (i) a sale, lease, transfer or other disposition of all or substantially all of the Third Party Sale is in assets of the form Company, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (iii) a sale, transfer or other disposition of a merger transactionmajority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or (iv) a merger, each Holder agrees to vote its Holder’s Shares consolidation or other business combination of the Company with or into any other business entity in favor which the shareholders of the Company immediately after such merger and not to exercise any rights merger, consolidation or business combination hold shares representing less than a majority of appraisal or dissent afforded under applicable lawthe voting power of the outstanding share capital of the surviving business entity.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to In the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect event the holders of a Third Party Salemajority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, thento any non-Affiliate(s) of the Company or any of the Majority Shareholders, upon or to cause the demand Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any Selling Fortress Entity participating in such Third Party Sale of the Majority Shareholders (in each such entity’s sole discretioncase, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), such Holder the Grantee, including any of his or her successors as contemplated herein, shall sell be obligated to and shall upon the written request of a Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the respective Third Party the number of whole Holder’s Buyer, his or her Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and conditions the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such Selling Fortress Entity has agreed instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 5. Notwithstanding the foregoing, in connection with any Sale the Grantee shall not be required to make any representations and warranties other than (i) representations and warranties as to the title of his Shares and his power, authority and right to enter into the Sale without contravention of law or contract and (ii) such Third Partyrepresentations and warranties concerning the Company as the Majority Shareholders shall make; provided, however, that each any liability for any breach thereof shall be borne by the Grantee on a pro rata basis based upon the consideration in respect of his Shares received by the Grantee and shall not exceed the amount of such Holder consideration received by the Grantee. Further, notwithstanding the foregoing, Grantee shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make execute any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents containing terms applicable to the Grantee that are different in connection with any material respect from the Third Party Sale is a representation terms applicable to the Majority Shareholders (after due adjustment for the relative rights and warranty with respect to such Holder’s own ownership preferences of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder as provided in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to Company’s charter). The obligations under this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not 5 shall terminate in violation of applicable federal and state securities or other laws or, if such Holder is not provided accordance with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawSection 11(b).

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect (a) If the Majority Member proposes to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right sell in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such bona fide arm's length Permitted Third Party Sale or an Alternative Member Offer Sale all Interests collectively owned by it and its Affiliates (the "TRANSFERRING MEMBER") to any Person or Persons who are not Affiliates of the Majority Member and in each such entity’s sole discretionwhich the Majority Member does not have a five percent (5%) or greater equity interest (the "PROPOSED TRANSFEREE"), the Transferring Member shall have the right (the "DRAG ALONG RIGHT"), subject to applicable law and compliance with any other restrictions applicable to such Holder shall transfer, to require all Members to sell all Interests then held by the other Members to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwardsProposed Transferee, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as are applicable to the Transferring Member. (b) The Drag Along Right may be exercised only after January 6, 2004, and if prior to the Expiration Date, only with the written consent of a majority of the Voting Interests not held by the Majority Member. (c) To exercise a Drag Along Right, the Transferring Member shall give each Member (each, a "DRAG ALONG MEMBER"), at least fifteen (15) days prior to the proposed transfer to the Proposed Transferee, a written notice (the "DRAG ALONG NOTICE") containing (i) the name and address of the Proposed Transferee and (ii) the proposed purchase price, the terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each Drag Along Member shall thereafter be obligated to (i) sell to the Proposed Transferee all Interests owned by such Selling Fortress Entity has agreed Drag Along Member and (ii) enter into a purchase agreement on the same economic terms and substantially similar in form and substance to with such Third Partythe purchase agreement the Transferring Member executes; provided, however, that in no event shall the purchase agreement provide for an indemnity payable by a Drag Along Member greater than the proceeds received by that Drag Along Member from the Proposed Transferee. If the sale is not consummated within a period of one hundred twenty (120) days following the date of the Drag Along Notice, then each such Holder Drag Along Member shall not no longer be permitted obligated to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect Member's Interests pursuant to such Holder’s own ownership Drag Along Right but shall remain subject to the provisions of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder this SECTION 7.4 with respect to any representation and warranty made subsequent proposed transfer described in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawSECTION 7.4.

Drag Along Right. Notwithstanding 9.11.1 After the Completion, if the Listing does not occur till the Listing Due Date, then upon the expiry of the Listing Due Date, if the Promoter proposes to: (i) Transfer all of its Equity Securities to a bona fide third party (not being an Affiliate or portfolio entity of the Promoter or a Related Party of the Promoter or the Company), or (ii) merge or consolidate the Company with any other provision hereofentity (each, if any Holder has a “Drag Sale”), then the Promoter shall have the right but not exercised the obligation to require the Investor (along with its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) aboveAffiliates) to exercise such Tag-Along Right in respect of a Third Party SaleTransfer all, thenbut not less than all, upon the demand of any Selling Fortress Entity participating in such Third Party Sale Equity Securities then held by the Investor (in each such entity’s sole discretion“Drag Shares”), such Holder provided that the Promoter shall sell not have the right to the respective Third Party the number of whole Holder’s Shares cause a Drag Sale to occur unless: (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (xa) the total number of Holder’s Shares held by such Holder on the date sale of the Drag-Along Notice (as defined below) and (y) Equity Securities of the Third Party Sale Percentage, Investor is at the same price per Equity Security and on the same terms and conditions as offered to the Promoter in relation to the Securities being sold by the Promoter; (b) the consideration for the Drag Sale is payable entirely in cash; (c) the sale of the Equity Securities of the Investor should provide the Investor with a minimum IRR of 20% (twenty percent) of the Investment Amount, to be reckoned from the Completion Date; and (d) the Transfer of Equity Securities of the Investor is completed simultaneously with the completion of the Transfer of Equity Securities held by the Promoter to the proposed third party buyer (such Selling Fortress Entity has agreed right of the Promoter being the “Drag Along Right”). 9.11.2 If the Promoter proposes to with such Third Party; providedexercise its rights relating to a Drag Sale, however, that each such Holder then the Promoter shall not be permitted give a written notice (the “Drag Notice”) to sell any unvested Holder’s the Investor and the Company. The Drag Notice shall state: (i) the name of the purchaser of the Drag Shares (provided “Drag Purchaser”), (ii) the number and class of Equity Securities the Promoter then owns (on a Fully Diluted Basis); (iii) the number of Drag Shares; (iv) the full proposed consideration amount for the Drag Shares and the Promoter’s Equity Securities; and (v) the proposed date of consummation of the Drag Sale. For avoidance of doubt, it is clarified that the Company may, Drag Along Right can be enforced in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited relation to the amount of proceeds actually received by such Holder in Investor only if the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel offered price paid to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale Investor is in the form of cash. 9.11.3 The Investor shall do all reasonable acts, deeds and things necessary to give effect to the Drag Sale. However, it is agreed that the Investor will not be required to provide any warranties, representations, indemnities, covenants, undertakings or other assurances in relation to the Drag Sale, or incur any obligations to any Person, other than providing a merger transactionrepresentation on the authority and capacity to enter into the relevant transaction documents, each Holder agrees to vote its Holder’s clear title of Drag Shares and seller Tax related representations and consequent indemnities. 9.11.4 Notwithstanding anything contained in favor this Clause 9.11, the Drag Along Right shall fall away if the shareholding of such merger Promoter in the Company falls below 50% (fifty percent) of the Equity Share Capital on a Fully Diluted Basis. It is further confirmed and clarified that the Promoter shall not be entitled to exercise the Drag Along Right against any rights of appraisal or dissent afforded under applicable lawPerson to whom the Investor Transfers the Investor Shares.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag(a) If Apollo (the "Drag-Along Right Grantees") transfer to any person or persons (other than an affiliate thereof ), pursuant to a stock sale, merger or otherwise, shares of Capital Stock then held by such Drag-Along Grantees, Drag-Along Grantees shall be entitled, at their option, to require each Purchaser to sell an Article II Equivalent Portion (as defined) of all Common Stock (in the event Apollo proposed to transfer Common Stock) and/or Preferred Stock (in the event Apollo has proposed to transfer Preferred Stock) held by such Purchaser, by providing each Purchaser with written notice ("Drag-Along Notice") at least fifteen days prior to consummation of the proposed transaction, setting forth in reasonable detail the material terms and conditions of the proposed transaction or offering, and the price per share at which each Purchaser shall be required to sell its shares of Preferred and/or Common Stock, as the case may be (which price per share shall be equal to the same price per share that Drag-Along Grantees shall receive pursuant to the proposed transaction). An "Article II Equivalent Portion" shall mean with respect to each Purchaser (i) in the maximum number case of Holder’s Shares for which Common Stock, that portion of all shares of Common Stock then held by such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of Purchaser expressed as a Third Party Sale, then, upon fraction where the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party numerator equals the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer shares of Common Stock have lapsed, equal proposed to the product of (x) the total number of Holder’s Shares held be sold by such Holder on the date of Drag-Along Grantees pursuant to the Drag-Along Notice (as defined below) and the denominator equals all shares of Common Stock held by the Drag-Along Grantees and (yii) in the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, howevercase of Preferred Stock, that each portion of shares of Preferred Stock then held by such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that Purchaser expressed as a fraction where the Company may, in its sole discretion, accelerate numerator equals the vesting number of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership shares of the Holder’s Shares Preferred Stock proposed to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited Drag-Along Grantees pursuant to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If and the Third Party Sale is in denominator equals all shares of Preferred Stock held by the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawDrag-Along Grantees.

Drag Along Right. Notwithstanding any other provision hereofSubject to Section 4(d), if at any Holder has not exercised its Tagtime (i) during the Blockout Period, the Principal Investors acting together or a Principal Investor if at such time there exists only one Principal Investor, or (ii) following the Blockout Period, any Investors owning, in the aggregate, at least 50% of the then outstanding Shares, (in the case of either (i) and (ii), collectively, the "DRAG-ALONG SELLERS") propose a sale to any Independent Third Party (a "DRAG-ALONG TRANSFEREE") in a bona fide arm's length transaction or series of transactions (including pursuant to a purchase agreement, tender offer, merger or other business combination transaction or otherwise) of all of the Shares such Drag-Along Right with respect Sellers own (an "EXIT SALE"), then the Drag-Along Sellers may elect to require each other Investor to sell all, but not less than all, of such other Investor's Shares, as a part of the Exit Sale to such Drag-Along Transferee, at the purchase price and upon the terms and subject to the maximum number conditions of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Exit Sale (all of which shall be set forth in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined belowhereinafter defined) and (y) the Third Party may also require each other Investor to vote in favor of such Exit Sale Percentage, at or act by written consent approving the same price with respect to all Shares owned by such Investor, as necessary or desirable to authorize, approve and on adopt the same terms and conditions as Exit Sale. In the event that any Investor shall fail to vote the Shares held by it in favor of the Exit Sale, such Selling Fortress Entity has agreed Investor shall, upon such failure to with so vote, be deemed immediately to have granted the Drag-Along Sellers a proxy to vote such Third Party; provided, however, Investor's Shares in favor of the Exit Sale. Such Investor acknowledges that each such Holder shall not be permitted proxy granted hereby, including any successive proxy, if necessary, is being given to sell any unvested Holder’s Shares (provided that secure the Company mayperformance of an obligation hereunder, in its sole discretionis coupled with an interest, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required irrevocable until such obligation is performed. Without limiting the foregoing, if an Exit Sale or an AMC Sale involving a sale of the entire Company or all or substantially all of its assets to make an Independent Third Party requires the approval of the Company's stockholders, each Investor shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation. In the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, event that a Holder shall not be obligated to participate in any Third Party Sale sale is proposed pursuant to this Section 2(b)(iii) unless such Holder is 4, all outstanding proposals to Transfer Shares shall immediately be withdrawn and no Transfer of Shares shall be consummated until the expiration of the time period provided an opinion of counsel to the effect that the Third Party Sale is not for in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawSection 4(e).

Drag Along Right. Notwithstanding (i) If at any other provision hereoftime and from time to time after the date of this Agreement Common Holders holding a majority of all shares of Common Stock then issued and outstanding (whether or not any or all of such shares are held separately or as part of Investment Units, the "Transferring Investors") wish to Transfer in a bona fide arm's-length sale for cash consideration all of the Common Stock (and, if prior to a Separation Event, the 4 7 Investment Units) held by the Transferring Investors to any Holder has Person or Persons who are not exercised its TagAffiliates of the Transferring Investors (for purposes of this Section 1(c), the "Proposed Transferee"), the Transferring Investors shall have the right (the "Drag-Along Right Right"), subject to applicable law and compliance with Section 1(a) with respect to the maximum number of Holder’s Shares for which such Holder is permitted Transfer, to require all (but not less than all) other Common Holders to sell, pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion1(c)(ii), such Holder shall sell to the respective Third Party Proposed Transferee all (but not less than all) of the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer shares of Common Stock have lapsed(and, equal if prior to a Separation Event, the Investment Units) then owned by such other Common Holders. Each Common Holder agrees to take all steps necessary to enable such Common Holder to comply with the provisions of this Section 1(c). (ii) To exercise a Drag-Along Right, the Transferring Investors shall give each other Common Holder and the Company a written notice (for purposes of this Section 1(c), a "Drag-Along Notice") containing (a) the aggregate number of shares of Common Stock (and, if prior to a Separation Event, the Investment Units) that the Proposed Transferee proposes to acquire from the Transferring Investors and the other Common Holders, (b) the name and address of the Proposed Transferee and (c) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each Common Holder shall thereafter be obligated, subject to applicable law, to sell all (but not less than all) of its shares of Common Stock (and, if prior to a Separation Event, its Investment Units) as provided in such Drag-Along Notice, provided that the sale to the product Proposed Transferee is consummated within one hundred and twenty (120) days of (x) the total number of Holder’s Shares held by such Holder on the date delivery of the Drag-Along Notice (as defined below) and (y) Notice. If the Third Party Sale Percentagesale is not consummated within such 120-day period, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that then each such Common Holder shall not no longer be permitted obligated to sell any unvested such Common Holder’s Shares 's shares of Common Stock (provided or, if prior to a Separation Event, Investment Units) pursuant to that specific Drag-Along Right but shall remain subject to the Company may, in its sole discretion, accelerate the vesting provisions of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (Athis Section 1(c) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a subsequent Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawRights.

Drag Along Right. Notwithstanding any In the event that, prior to the ---------------- Tag-Along/Drag-Along Termination Date, a Selling Holder engages in a Tag-Along/Drag-Along Transaction, the Selling Holder shall have the right (a "Drag-Along Right") to require each other provision hereofHolder and Other Party to participate ---------------- in such transaction on substantially the same terms as the Selling Holder by including in such transaction (i) in the case of a Holder, the same percentage of such other Holder's New Common Stock as the New Common Stock being sold by the Selling Holder represents of all of the Selling Holder's New Common Stock and (ii) in the case of an Other Party, the same percentage of currently exercisable options to purchase New Common Stock held by such Other Party (after giving effect, if applicable, to the acceleration of vesting of any options by reason of such Tag-Along/Drag-Along Transaction) as the New Common Stock being sold by the Selling Holder has not exercised its Tagrepresents of all of the Selling Holder's New Common Stock, as follows: (a) The Selling Holder's Drag-Along Right shall apply to all other Holders and Other Parties equally and may not be exercised selectively with respect to the maximum number other Holders and Other Parties. (b) The Selling Holder shall deliver to the Company a written notice (a "Drag-Along Rights Notice") of the Selling Holder’s Shares 's exercise of its Drag-Along ------------------------ Right in such transaction at least 30 days prior to consummating any such transaction setting forth all material details of such transaction, and the Company shall promptly deliver such Drag-Along Rights Notice to each other Holder and Other Party. (c) In the case of an Other Party, (i) the purchase price for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to any stock options in connection with the exercise such Tagof a Drag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell be equal to the respective Third Party purchase price pursuant to the Drag Along Notice attributable to the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer shares of New Common Stock have lapsed, equal to issuable upon the product exercise of such option less the exercise price thereof and (xii) the total number of Holder’s Shares held by such Holder on the date notwithstanding any provision of the Drag-Along Notice Option Agreements, such options shall be deemed assignable to and exercisable in the hands of any purchaser pursuant to this Section 5.2. (d) The Selling Holder shall provide each other Holder and Other Party with such information and instructions as defined below) shall be necessary to enable such other Holder and (y) Other Party to participate in the Third Party Sale Percentage, at the same price and intended transaction on substantially the same terms and conditions as such the Selling Fortress Entity has agreed to with such Third Party; providedHolder, however, that and each such other Holder and Other Party shall cooperate in such transaction by providing the Selling Holder all materials, such as executed purchase and sale agreements and stock transfer documentation, as the Selling Holder may reasonably request. (e) The Selling Holder shall not be permitted to sell any unvested Holder’s Shares (provided that have the Company mayright, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts at all times prior to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership consummation of the Holder’s Shares transaction to be sold by it abandon, rescind, annul, withdraw or otherwise terminate such transaction, and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Selling Holder shall not be obligated have any liability or obligation to participate in any Third other Holder or Other Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect thereto. Nothing herein shall be construed to obligate the matters contemplated by this provisoSelling Holder to accept any offer or terms for, each Selling Fortress Entity who has delivered a or to consummate, any Tag-Along/Drag-Along Notice Transaction or other transaction. (f) The Holders hereby agree and acknowledge that their agreement to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form provisions of a merger transaction, each Holder agrees this Section 5.2 constitutes their irrevocable proxy to vote its Holder’s Shares in favor for, and to waive any appraisal rights with respect to, any merger or business combination transaction that has been approved by a vote of such merger and not to exercise any rights Holders holding 60% or more of appraisal or dissent afforded under applicable lawthe outstanding shares of New Common Stock.

Drag Along Right. Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right (a) If an Investor or group of Investors with respect an aggregate Investor Percentage Interest equal to or greater than 50% (the maximum number of Holder’s Shares for which such Holder is permitted (pursuant “Dragging Investor”) proposes to Section 2(b)(ii)(B) above) consummate a Company Sale to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Purchaser (a “Drag Third Party Sale Purchaser”) in exchange for cash and/or freely transferable and marketable securities (in each such entity’s sole discretion)a transaction, such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the a “Drag-Along Notice (as defined below) Sale”), then such Dragging Investors shall have the right to require each Investor to include its Common Shares in such Company Sale and/or vote its Common Shares and (y) the Third Party Sale Percentage, at the same price and take any other actions in furtherance thereof on the same terms and conditions as applicable to the Dragging Investors, including by waiving any appraisal or similar rights with respect to the Drag-Along Sale and executing any action by written consent of the Investors. Such right shall be exercisable by written notice (a “Buyout Notice”) given to each Investor other than the Dragging Investors that shall state (i) that such Selling Fortress Entity has agreed Dragging Investors propose to with effect the Drag-Along Sale to such Drag Third Party; providedParty Purchaser, however(ii) the name of the Drag Third Party Purchaser, and (iii) the purchase price the Drag Third Party Purchaser is paying for the Common Shares and that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting include a copy of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make definitive agreements in connection with the Third Party Sale is such Drag-Along Sale. Each such Investor agrees that, upon receipt of a representation and warranty with respect to Buyout Notice, such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder Investor shall not be obligated to participate sell all of its Common Shares for the purchase price set forth in the Buyout Notice (on the same price and with the same (but proportionate) amount of consideration or choice of consideration given to all other Investors) and on the other terms and subject to the conditions of such transaction (and otherwise take all reasonably necessary action to cause consummation of the proposed transaction). (b) The closing of any Third Party Drag-Along Sale pursuant to this Section 2(b)(iii) unless such Holder 3.3 shall be held as promptly as practicable and at the time and place specified in the Buyout Notice, but in any event within nine months after the date the Buyout Notice is provided an opinion of counsel delivered to the effect Investors; provided, that such nine-month period may be extended at the election of the Dragging Investors for a period of up to 90 days to the extent necessary to obtain any regulatory approvals required in connection with the Drag-Along Sale (the “Drag-Along Outside Date”). Consummation of the Transfer of Common Shares by any Investor to the Drag Third Party Purchaser in a Drag-Along Sale is not in violation (i) shall be conditioned upon consummation of applicable federal the Transfer by each Dragging Investor to such Drag Third Party Purchaser of the Common Shares proposed to be Transferred by the Dragging Investor and state securities (ii) may be effected by a Transfer of such Common Shares or the merger, consolidation or other laws orcombination of the Company with or into the Drag Third Party Purchaser or any of its Affiliates, if such Holder is not provided with an opinion in one or a series of related transactions. If the proposed Transfer with respect to the matters contemplated by this provisoapplicable Common Shares subject to the Buyout Notice does not meet the requirements of Section 3.3(a) prior to the Drag-Along Outside Date, such Dragging Investors shall be deemed to have forfeited their rights to require the other Investors to sell all of their Common Shares to such Drag Third Party Purchaser in connection with such Drag-Along Sale. (c) In connection with any Transfer pursuant to a Buyout Notice, each Selling Fortress Entity who has delivered Investor shall execute the applicable transaction agreement and make or provide the same representations, warranties, covenants, indemnities, agreements, escrows and holdback arrangements as the Dragging Investors make or provide in connection with the Drag-Along Sale (such representations, warranties, covenants, indemnities, agreements, escrows and holdback arrangements to be set forth in the Buyout Notice); provided, that each Investor shall be obligated to make only individual representations and warranties with respect to its title to and ownership of the applicable Common Shares, authorization, execution and delivery of relevant documents, enforceability of such documents against such Investor, and other matters relating to such Investor, but not with respect to any of the foregoing with respect to any other Investors or their Common Shares or the Company and its Subsidiaries; provided, further, that all representations and warranties in the applicable transaction agreement with respect to the Company and its Subsidiaries shall be made by the Dragging Investors or the Company and the other Investors shall be severally and not jointly liable with respect to any indemnification obligation with respect thereto, and any such indemnification obligation shall be pro rata based on the proceeds received by such Investors, in each case, in an amount not to exceed the aggregate proceeds received by such Investors; provided, further, in no event shall any Investor be required to enter into a non-compete, non-solicit or other similar restrictive covenant. Any transaction costs, including legal, accounting and investment banking fees and expenses incurred in connection with a Drag-Along Notice Sale and for the benefit of all Investors (it being understood that costs incurred by or on behalf of an Investor for its sole benefit shall not be considered to be for the benefit of all Investors), shall be paid or reimbursed by the Company or the Drag Third Party Purchaser. (d) Each Investor hereby grants to the Company (i) an irrevocable proxy coupled with an interest to vote, including in any action taken by written consent, such Holder shall indemnify Investor’s Common Shares to approve any Drag-Along Sale pursuant to this Section 3.3 and (ii) an irrevocable power of attorney coupled with an interest to execute and deliver in the name and on behalf of such Holder for Investor all such agreements, instruments and other documentation as is required to transfer such Investor’s Common Shares and to take any other actions in furtherance thereof, subject to the limitations set forth in Section 3.3(c). Notwithstanding the foregoing, the Company may exercise the proxy and power of attorney granted by each Investor pursuant to this Section 3.3(d) at any time as may be necessary to consummate a Drag-Along Sale pursuant to this Section 3.3 only if such Investor fails to comply with the provisions of this Section 3.3 within five days of receiving notice of any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawrequest.

Drag Along Right. Notwithstanding In the event that: (a) the holders of more than fifty percent (50%) of the then outstanding shares of the Series A Preferred (the “Drag-along Series A Preferred Holders”), voting together as a separate class on an as-converted to Ordinary Shares basis, vote in favor of a Sale Transaction (as defined below); and (b) the holders of more than fifty percent (50%) of the then outstanding shares of Ordinary Shares (the “Drag-along Ordinary Holders,” together with the Drag-along Series A Preferred Holders, the “Drag-along Holders”), voting together as a separate class, vote in favor of a Sale Transaction; then each Shareholder hereby agrees with respect to all shares that it holds and any other provision hereofshares over which it otherwise exercises dispositive power: (i) (x) if the matter is to be brought to a vote at a shareholder meeting, if after receiving proper notice of any Holder has meeting of shareholders of the Company to vote on the approval of a Sale Transaction, to be present, in person or by proxy, as a holder of shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and; (y) to vote (in person, by proxy or by action by written consent, as applicable) all shares in favor of such Sale Transaction and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale Transaction; (ii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Transaction; (iii) to execute and deliver all related documentation and take such other action in support of the Sale Transaction as shall reasonably be requested by the Company; and (iv) not exercised to deposit, and to cause its Tag-Along Right affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Shareholder or affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the maximum number voting of Holder’s Shares for which such Holder is permitted shares of capital stock, unless specifically requested to do so by the acquirer in connection with a Sale Transaction. (pursuant to Section 2(b)(ii)(Bc) Notwithstanding Sections 4.1(a) and (b) above) to exercise such Tag-Along Right , in respect of a Third Party Sale, then, upon the demand event that Alibaba does not vote in favor of any Selling Fortress Entity participating in such Third Party Sale Transaction, then Alibaba (in each such entity’s sole discretion), such Holder i) shall sell have the right to purchase on a pro rata basis from the respective Third Party Drag-along Holders all (but not less than all) of the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product lesser of (x1) the total number of Holder’s Shares that the purchaser proposed to purchase in the Sale Transaction and (2) the total number of Shares then held by such Holder on the date of the Drag-Along Notice along Holders, (as defined belowii) and (y) shall have the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company mayoption, in its sole discretion, accelerate to purchase on a pro rata basis from the vesting remaining Shareholders any additional Shares that the purchaser proposed to purchase in the Sale Transaction but that are not subject to subsection (c)(i) above; and (iii) shall have the right to purchase all or any portion of any unvested Holder’s remaining Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts subject to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership written agreement of each of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawShareholders thereof.

Drag Along Right. Notwithstanding any other provision hereof(a) In the event that the GC Industrial Member proposes to Transfer to one or more Third-Party Purchasers, if any Holder has not exercised its Tagin a single transaction or a series of related transactions, Interests representing at least a majority of all the Interests (determined on the basis of Percentage Interests), the GC Industrial Member will have the right (the “Drag-Along Right with respect Right”), in its sole discretion, to require each other Member (a “Drag-Along Member”) to Transfer to the maximum number of Holder’s Shares for which Third-Party Purchaser in such Holder is permitted transaction or transactions (pursuant to Section 2(b)(ii)(B) above) to exercise such Taga “Drag-Along Right in respect Transaction”) such portion of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in Interests held by such Third Party Sale Drag-Along Member (in each such entity’s sole discretion)case, such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, “Drag-Along Interests”) equal to the product of percentage derived by dividing (x) the total number of Holder’s Shares held by such Holder on the date Percentage Interests of the GC Industrial Member being Transferred in such Drag-Along Notice (as defined below) and Transaction, divided by (y) the Third Party Sale Percentageaggregate Percentage Interests then held by the GC Industrial Member, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to set forth in this Section 11.03; provided, that the Transfer of Interests held by any Drag-Along Member in connection with such Third PartyDrag-Along Transaction shall be on terms no less favorable than those offered to the GC Industrial Member; provided further that, if (i) consideration received by the Members in connection with such Transfer includes equity securities of any Entity and (ii) following such Transfer, the Members, as a group, are entitled to designate one, but not more than one, member of the board of directors (or similar governing body) of such Entity, the granting to the GC Industrial Member of the right to designate or elect such member of the board of directors (or similar governing body of such Entity) shall not, in and of itself, be deemed to cause the Transfer of the Interests of any Drag Along Member to be on terms less favorable than those offered to the GC Industrial Member. (b) The aggregate cash purchase price or other consideration payable for all of the Interests being Transferred, converted or exchanged in a Drag-Along Transaction will be allocated among all Members Transferring Interests as if the proceeds of such sale were being distributed to such Members in accordance with Section 5.03(a). (c) In connection with any Drag-Along Transaction, each Member will execute such documents, and make such representations, warranties, covenants and indemnities, as are executed or made by the GC Industrial Members; provided, however, that each (i) any indemnification obligation of the Members in connection with such Holder shall Drag-Along Transaction for which recourse is not be permitted limited to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting recovery of any unvested Holder’s Shares); provided further that portion of the purchase price paid into escrow will be several (rather than joint) and pro rata as among the Members in accordance with the relative amount of the aggregate consideration to be received by the Members, other than with respect to covenants of, or representations made by, a Member concerning such Selling Fortress Entity shall use its reasonableMember or such Member's ownership or title of any Transferred Interests, good faith efforts the authority or capacity of such Member or due execution, delivery and enforceability of, or conflict of any transaction with, any agreement to provide that (A) the only representation and warranty which such Holder Member is a party and any covenants of such Member and (ii) no Seaspan Member, Washington Member or Tiger Member shall be required to make enter into any covenant or agreement not to compete with any Person in connection with any Drag-Along Transaction. All reasonable fees and expenses incurred by the Third Party Sale is a representation GC Industrial Member (including in respect of financial advisors, accountants and warranty with respect counsel to such Holder’s own ownership of the Holder’s Shares to be sold GC Industrial Member) and by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made Transferring Members in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to Transaction will be shared by the Transferring Members pro rata in accordance with the consideration received by such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawMembers.

Drag Along Right. Notwithstanding any other provision hereof(a) In the event (i) one or more Members holding more than 60% of the Units then outstanding (the “Majority Unit Owners”) propose to Transfer all of their Interests, if any Holder has not exercised its Tagor (ii) the Board of Directors approves a sale of the Company that will be a Final Exit Event and such sale is structured as a sale of all the Interests of the Company (either (i) or (ii), a “Drag-Along Right with respect Sale”), at their sole option, in the case of (i) above, the Majority Unit Owners, and in the case of (ii) above, the Members who are Affiliates of the members of the Board of Directors who voted in favor of the Drag-Along Sale (either such persons, the “Dragging Members”) shall have the right to require all (but not less than all) of the other Members (each, a “Drag-Along Member”) to sell their Interests in such Drag-Along Sale. (b) The Dragging Members shall provide each Drag-Along Member notice of the terms and conditions of such proposed Transfer (the “Drag-Along Notice”) not later than 15 Business Days prior to the maximum number closing of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tagthe proposed Drag-Along Right Sale. The Drag-Along Notice shall contain a true and complete copy of any and all available documents constituting the agreement to transfer and, to the extent not set forth in respect the accompanying documents, the price offered for the Interests, all information reasonably available to the Dragging Members regarding the acquirer, all other material terms and conditions of the proposed Drag-Along Sale and, in the case of a Third Party proposed Drag-Along Sale in which the consideration payable for the Interests consists in whole or in part of consideration other than cash, such information relating to such other consideration as is reasonably available to the Dragging Members. Each Drag-Along Member shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Notice and this ‎Section 6.7. No Member shall have any dissenters’ or appraisal rights in connection with the Drag-Along Sale, thenand each Member hereby releases, upon and will execute such further instrument as the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion)Company reasonably requests to further evidence the waiver of, such Holder shall sell to the respective Third Party the number of whole Holder’s Shares rights. (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (xc) the total number of Holder’s Shares held by such Holder on the date Within 10 Business Days following receipt of the Drag-Along Notice (as defined belowthe “Drag-Along Notice Period”), each Drag-Along Member must deliver to such Dragging Members (i) wire transfer instructions for payment of the purchase price for the Interests to be sold in such Drag-Along Sale, and (yii) all other documents required to be executed in connection with such Drag-Along Sale. Each Member makes, constitutes, and appoints the Third Party Sale PercentageManager (or its chief executive officer, in his official corporate capacity) as its true and lawful attorney-in-fact for such person and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, and record any instrument that is now or may hereafter be deemed necessary by the Company in its reasonable discretion to carry out fully the provisions and the agreement, obligations, and covenants of such Member in this ‎Section 6.7 in the event that such Member is or becomes a Drag-Along Member pursuant to this ‎Section 6.7. Each Member hereby gives such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with such Member’s obligations and agreements as a Drag-Along Member pursuant to this ‎Section 6.7 as fully as such Member might or could do personally, and hereby ratifies and confirms all that any such attorney-in-fact shall lawfully do or cause to be done by virtue of the power of attorney granted hereby. The power of attorney granted pursuant hereto is a special power of attorney, coupled with an interest, and is irrevocable, and shall survive the bankruptcy, insolvency, dissolution or cessation of existence of the applicable Member. (d) If, at the same price and end of the 90-day period after the date on which the Dragging Members give the Drag-Along Notice (which 90-day period shall be extended if any of the transactions contemplated by the Drag-Along Sale are subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 120 days following the delivery of the Drag-Along Notice), the Drag-Along Sale has not been completed on substantially the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; providedset forth in the Drag-Along Notice, however, that each such Holder the Drag-Along Members shall not no longer be permitted obligated to sell their Interests pursuant to such Drag-Along Notice and the Dragging Members shall return to each Drag-Along Member any unvested Holder’s Shares (provided that documents in the Company may, in its sole discretion, accelerate possession of the vesting Dragging Members executed by or on behalf of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make Drag-Along Member in connection with the Third Party Sale is a representation and warranty proposed Drag-Along Sale. (e) Concurrently with respect to such Holder’s own ownership the consummation of the Holder’s Shares Drag-Along Sale, Dragging Members shall (i) notify the Drag-Along Members thereof, (ii) remit to the Drag-Along Members the total consideration for the Interests of the Drag-Along Members Transferred pursuant thereto, and (iii) promptly after the consummation of the Drag-Along Sale, furnish such other evidence of the completion and the date of completion of such Transfer and the terms thereof as may be sold reasonably requested by it and its ability the Drag-Along Members. (f) Notwithstanding anything contained in this ‎Section 6.7, there shall be no liability on the part of the Dragging Members to convey title thereto free and clear the Drag-Along Members if the Transfer of liensthe Membership Interests pursuant to this ‎Section 6.7 is not consummated for whatever reason. (g) Notwithstanding anything contained in this ‎Section 6.7, encumbrances and adverse claims the obligations of the Drag-Along Members to participate in a Drag-Along Sale are subject to the following conditions: (i) upon consummation of such Drag-Along Sale, (A) all of the Members participating therein will receive the same form of consideration, and (B) the liability aggregate consideration received by the Members will be paid to the Members subject to the allocation provisions set forth in ‎Section 5.4; (ii) no Drag-Along Member participating therein shall be obligated to pay any expenses incurred in connection with any unconsummated Drag-Along Sale, and each Drag-Along Member shall be obligated to pay only its pro rata share (based on the amount of the purchase price received) of expenses incurred in connection with a consummated Drag-Along Sale to the extent such Holder expenses are incurred for the benefit of all Members and are not otherwise paid by the Company or another person; (iii) without the written consent of a Drag-Along Member, such Drag-Along Member shall not be obligated with respect to (A) any representation or warranty other than a representation and warranty made in connection with that relates solely to such Drag-Along Member’s title to its Interest, and its authority and capacity to execute and deliver the Third Party Sale is the several liability of such Holder subject purchase and sale agreement, or (B) any indemnity obligation beyond a pro rata portion (based on and not joint with any other person) and that such liability is limited to the amount value of proceeds actually consideration received by such Holder Drag-Along Member in the Third Party Drag-Along Sale) of the indemnity obligations which obligate the Dragging Members and all Drag-Along Members and then, such indemnity obligations shall be several and not joint, or (C) any other continuing obligation on such Drag-Along Member in favor of any other person following the Disposition of such Drag-Along Member’s Interests (other than obligations relating to representations and warranties that relate solely to such Drag-Along Member and not to any other Member or the indemnification obligation provided for in clause (B) above); (iv) no Drag-Along Member shall be obligated to consummate such Drag-Along Sale contemplated by the Drag-Along Notice with respect to its Interests unless the Dragging Members consummate such Drag-Along Sale with respect to all (but not less than all) of their Interests on the terms and conditions contemplated by the Drag-Along Notice; provided further, that a Holder and (v) no Drag-Along Member shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale that is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawan Excluded Affiliate Transfer.