Common use of Drag Along Right Clause in Contracts

Drag Along Right. (a) If a Stockholder proposes to Transfer to any Purchaser a number of shares of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder proposes to Transfer to any Purchaser a number of shares of Stock which represents at least a majority 11.1 In the event that Parties holding greater than 50% of the outstanding shares Shares desire to Transfer, in any single transaction or series of Common Stock on related transactions, all of the Shares owned by such Parties, or to otherwise effect a fully-diluted basis (the "Transferred Shares") then, at the election sale of such holder Shares, whether through merger, consolidation, share exchange, business combination or holders otherwise (in such context, the “Drag Along Sellers”) to any third party (in such context, a “Drag Along Purchaser”), then such Drag Along Sellers shall, in each case subject to any Applicable Regulatory Approval, have the right (a "“Drag Along Seller"), each other Stockholder Right”) to require all Recipients holding Shares (each, a "Drag Along Stockholder") shall be required such Recipients subject to sell to such Purchaser (a "the Drag Along Sale", the “Dragged Shareholders”) to Transfer all of their respective Shares (the “Drag Shares”) to the Drag Along Purchaser in accordance with the procedures set forth in this Clause 11 (such Transfer that complies with the requirements of this Clause 11, a number “Drag Along Sale”) at the price per Share (which shall be payable in cash or Listed Securities (but which may include deferred or contingent consideration in the form of shares cash or Listed Securities)) and otherwise on the same material terms and conditions as the Transfer of Stock determined Shares by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair Sellers to the Drag Along Stockholders from a financial point of viewPurchaser. (b) 11.2 The Drag Along Seller shall deliver Sellers may exercise their Drag Along Right pursuant to this Clause 11 by providing written notice of their election to do so to each Drag Along Stockholder written notice Dragged Shareholder (the "a “Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above”), which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by identify the Drag Along Seller, Purchaser and specify the number of shares to be sold by each Drag Along Stockholder, proposed price per Share and the all other material terms and conditions, if any, of such transaction. Pending consummation conditions of the Drag Along Sale, including the anticipated closing date of the Drag Along Seller Sale. 11.3 No Recipient shall promptly notify each Transfer or agree to or consummate a Transfer of any Shares to any Person other than the Drag Along Stockholder Purchaser during the period between the date it receives a Drag Along Notice and the conclusion or termination of such Drag Along Sale, including where a ROFO Notice has been delivered under Clause 10.1 or any sale pursuant to Clause 10 is pending. If the Drag Along Sale shall not have been consummated, all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to the Shares owned by the Parties shall again be in effect. 11.4 In the event that the Drag Along Sellers exercise their Drag Along Right pursuant to this Clause 11, the Dragged Shareholders shall take all Necessary Action to consummate the Drag Along Sale, including making such representations, warranties and covenants and entering into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that (1) any indemnification obligation of a Dragged Shareholder in connection with such Transfer shall be pro rata (based on their relative proceeds), several, and not joint and several, (2) each Dragged Shareholder shall not be required to make any representations or warranties other than with respect to such Dragged Shareholder’s existence, good standing, due authorization, ownership of, and ability to Transfer, such Dragged Shareholder’s Shares, the absence of any changes adverse claim with respect to such Shares and the non-contravention of other agreements to which it is a party resulting from such Transfer and (3) no Dragged Shareholder shall be required to agree to any non-compete, non- solicit, non-disparagement, non-investment, lock-up or similar restrictive covenant. 11.5 The Parties shall cooperate with, and provide reasonable assistance to, the Drag Along Sellers in connection with obtaining or making any necessary consents, approvals, filings and notices from Governmental Bodies to consummate a Drag Along Sale. Further, the proposed timing for Parties shall – without prejudice to the Investor Shareholders’ rights under this Agreement – take all Necessary Action to (1) vote in favor of the transaction or transactions with the Drag Along Purchaser and (2) take all actions to waive any dissenters, appraisal or other similar rights with respect thereto, in each case, as applicable. 11.6 Completion of the sale and purchase of Drag Shares to the Drag Along Purchaser under this Clause 11 shall be conditional on completion of the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on take place at the same terms and conditions time as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereofand in accordance with Clause 17 (Completion of Share Transfers). (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder proposes Non-Selling Party shall not have fully exercised its right to purchase the Right of Offer Shares pursuant to Section 2.4, the Selling Party shall have the right (but not the obligation) to require all or any of the Non-Selling Parties (the “Drag-Along Sellers”) to Transfer to any Purchaser a the number of shares Drag-Along Securities held by such Drag-Along Seller to a purchaser (the “Drag Along Transferee”) contemporaneously with the Transfer of Stock which represents at least Equity Securities by the Selling Party by delivery of a majority written notice (a “Drag-Along Notice”) to the Drag-Along Sellers no later than thirty (30) days prior to the closing thereof. The Drag-Along Notice shall set forth: (1) the material terms and conditions of such offer, including the name and address of and the per Drag-Along Security purchase price offered by the Drag-Along Transferee and (2) the anticipated time, date and place of the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election closing of such holder or holders (a "Drag Transfer to the Drag-Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a Transferee. The number of shares of Stock “Drag-Along Securities” for each Drag-Along Seller shall equal that number determined by multiplying the Drag Along Seller up to the total number of shares of Stock Equity Securities then held by such Drag Drag-Along Stockholder (Seller by the "Drag Along Shares"). If quotient equal to the percentage number of any Drag Along Stockholder's Stock required Equity Securities to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair Transferred to the Drag Drag-Along Stockholders from a financial point Transferee by the Selling Party divided by the number of view. (b) The Drag Equity Securities then held by the Selling Party. At the closing each Drag-Along Seller shall deliver to each Drag Transfer its Drag-Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be Securities on the same terms and conditions as applicable to the sale of the Transferred Shares Equity Securities proposed to be sold by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesSelling Party. (cb) If, within 15 days after the Drag Each Drag-Along Seller provides the Drag Along Noticeshall, no sale of the Transferred Shares owned if requested by the Drag Selling Party, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Selling Party with respect to the Equity Securities that are to be included in the Drag-Along Transfer. The custody agreement and power of attorney will provide, among other things, that such Drag-Along Seller or the Drag Along Stockholder shall deliver to and deposit in accordance custody with the provisions custodian and attorney-in-fact, named therein, a certificate or certificates representing such Equity Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly endorsed stock powers in blank) and irrevocably appoint the custodian and attorney-in-fact as such Drag-Along Seller’s agent and attorney-in-fact with full power to act under a custody agreement and power of this Section 6 shall have been completed, attorney on behalf of such Drag-Along Seller with respect to the Drag matters specified therein. Each Drag-Along Sale shall be terminated for purposes hereof. (d) Simultaneously Seller agrees that it will execute such other agreements as the Selling Party may reasonably request in connection with the consummation of a Drag-Along Transfer and Drag-Along Notice and the sale transactions contemplated thereby, including, without limitation, any purchase agreement, proxies, written consents in lieu of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence meetings or waiver of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholderappraisal rights. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If During the Post-Call Option Period until the completion of a Stockholder Qualified Public Offering, if Gibco (acting at the direction of the KKR Principal Investors) proposes to sell or otherwise effect a sale or other Transfer to of all or any Purchaser a number of shares its Shares (other than to a Permitted Transferee) (a “Required Sale”), then Gibco (acting at the direction of Stock which represents the KKR Principal Investors) may deliver a written notice to Walgreens (a “Required Sale Notice”) with respect to such proposed Required Sale as soon as practicable but in any event at least a majority 20 Business Days prior to the anticipated closing date of such Required Sale. If Gibco (acting at the direction of the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares"KKR Principal Investors) then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser does not exercise its rights under this Section 3.6 in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery respect of a fairness opinion by an investment banking firm of nationally recognized standing acceptable Transfer, such Transfer will be subject to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of viewSection 3.5. (b) The Drag Along Seller shall deliver Required Sale Notice will include the material terms and conditions of the Required Sale, including (i) the name and address of the proposed transferee, (ii) the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, Gibco will provide such information, to each Drag Along Stockholder written notice the extent reasonably available to Gibco (including using reasonable efforts to obtain such information from the "Drag Along Notice"proposed transferee, if applicable), relating to such non-cash consideration as Walgreens may reasonably request in order to evaluate such non-cash consideration), (iii) of any sale to be made pursuant to Section 6.2(athe proposed Transfer date, if known, and (iv) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares Gibco. Gibco will deliver or cause to be sold by each Drag Along Stockholder, and delivered to Walgreens copies of all transaction documents relating to the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall Required Sale promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on as the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesbecome available. (c) IfWalgreens, within 15 days after the Drag Along Seller provides the Drag Along upon receipt of a Required Sale Notice, no sale shall be obligated: to sell or otherwise Transfer a percentage of its Shares equal to the corresponding percentage that Gibco is proposing to Transfer under the Required Sale, and participate in the Required Sale; to vote, if required by this Agreement or otherwise, its Shares in favor of the Transferred Shares owned Required Sale at any meeting of shareholders called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale; subject to applicable Law, to cause any Walgreens Designated Directors serving on the Company Board to vote in favor of the 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 (including instruments of conveyance and transfer, and any purchase agreements, merger agreements, indemnity agreements and escrow agreements, to the extent also entered into by Gibco and as Gibco may reasonably require, in order to carry out the terms of this Section 3.6); to agree (as to itself) to make to the proposed purchaser the same representations, warranties, covenants and indemnities to the same extent, mutatis mutandis, as Gibco agrees to make in connection with the Required Sale; and to use commercially reasonable efforts to take or cause to be taken all other actions as may be reasonably necessary to consummate the Required Sale (provided, that Walgreens shall not be required pursuant to this Section 3.6 to agree to any divestitures or restrictions or similar actions or agreements in connection with any required approval of an antitrust or other Governmental Authority in connection therewith); provided, that (x) unless otherwise agreed, Walgreens may not be required to make representations and warranties or provide indemnities as to Gibco or any other Shareholder and Walgreens 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 Drag Along Seller Company or its Subsidiaries) about the business of the Company or its Subsidiaries, (y) Walgreens shall not be liable for the breach of any covenant by Gibco or any other Shareholder and (z) notwithstanding anything in this Section 3.6(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 Shareholders based on their respective Sharing Percentages and in any event shall not exceed with respect to any Shareholder the proceeds received by such Shareholder in the Required Sale. (d) In the event that the proposed transferee in any Required Sale is a Walgreens Specified Person, then the Walgreens Designated Directors shall not attend or participate in any discussions of the Company Board with respect to such Required Sale; provided, that, for the avoidance of doubt, any such Transfer to a Walgreens Specified Person shall be prohibited under this Agreement unless in accordance with the requirements of clause (y) of Section 3.2(e). (e) Any expenses incurred for the benefit of the Company or all Shareholders, 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 Shareholder’s valid ownership of its Shares free and clear of all Encumbrances or a Shareholder’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 Shareholders in accordance with their respective Sharing Percentages. (f) Gibco (acting at the direction of the KKR Principal Investors) shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any Required Sale and, subject to the Required Sale Notice and the other terms of this Section 3.6, the terms and conditions thereof. No Shareholder or any Affiliate of any such Shareholder shall have any liability to any other Shareholder or the Drag Along Stockholder Company arising from, relating to or in accordance connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any Required Sale except to the extent such Shareholder, or such Required Sale, shall have failed to comply with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof3.6. (dg) Simultaneously with Following Gibco’s delivery (acting at the consummation direction of the sale KKR Principal Investors) of a Required Sale Notice, Walgreens shall be permitted to make proposals to the Company Board for alternative transactions to the applicable proposed Required Sale; provided, that Gibco (acting at the direction of the Transferred Shares pursuant KKR Principal Investors) shall solely control the sale process and, without limiting the rights of any Director hereunder, Walgreens shall not have any right to participate in such process other than the making of any such proposal or as otherwise set forth in this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder3.6. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder In the event that Talecris LLC proposes to Transfer to Sell (the “Drag-Along Sale”) all or any Purchaser a number of shares of Stock which represents at least a majority portion of the outstanding shares Shares held by it to a Third Party in a single transaction or series of related transactions that would result in such Third Party and its Affiliates becoming the beneficial owner, directly or indirectly, of 50% or more of the Fully Diluted Common Stock on a fullyShares of the Company, Talecris LLC may require each IBR Party to participate in such Drag-diluted basis (Along Sale and Sell the "Transferred same percentage of its Common Shares") then, at as the election Fully Diluted Common Shares that would be Sold by Talecris LLC, assuming the conversion, exercise or exchange of such holder or holders (a "Drag Along Seller")all Equity Interests of the Company, each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up represent to the total number of shares of Stock then Fully Diluted Common Shares that would be held by such Drag Along Stockholder (Talecris LLC, assuming the "Drag Along Shares"). If the percentage conversion, exercise or exchange of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage all Equity Interests of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along SaleCompany, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions and at the same time or times as applicable to Talecris LLC. (b) Talecris LLC shall, promptly upon determining the sale terms of the Transferred Drag-Along Sale, deliver to IBR Parties written notice (the “Drag-Along Notice”) specifying the material terms of the Drag-Along Sale, including the identity of the purchaser to which the Drag-Along Sale is proposed to be made, the terms per Fully Diluted Common Share of such Sale and the costs expected to be incurred by Talecris LLC in connection with such Sale. In connection with any such Sale, each IBR Party will agree to make or agree to any customary representations, covenants, indemnities and agreements as Talecris LLC so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the numbers of Fully Diluted Common Shares into which Shares sold by the Drag Along Seller. The Drag Along each Stockholder shall only be required to give representations and warranties as to its due organizationare convertible, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesexercisable or exchangeable. (c) If, within 15 days after Each IBR Party agrees that it will deliver at the Drag Along Seller provides the Drag Along Notice, no sale closing of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Drag-Along Sale certificates evidencing the Common Shares to be sold by such IBR Party in the Drag-Along Sale duly endorsed in blank or accompanied by written instruments of transfer in form reasonably satisfactory to Talecris LLC executed by such IBR Party, and each IBR Party shall be terminated for purposes hereofexecute such other documents of transfer that Talecris LLC may reasonably request in order to consummate the Drag-Along Sale at the time specified by Talecris LLC. (d) Simultaneously with On the date of the consummation of the sale Drag-Along Sale, Talecris LLC shall remit or cause to be remitted to each IBR Party its portion of the Transferred consideration for the Common Shares sold pursuant thereto less its proportionate share of the reasonable and documented costs (including, without limitation, reasonable legal fees and expenses) incurred in connection with such Drag-Along Sale, including costs incurred by the IBR Parties, to the extent not paid or reimbursed by the Company or the Third Party. (e) Anything herein to the contrary notwithstanding, Talecris LLC shall have no obligation to any IBR Party to Sell any Shares pursuant to this Section 6 the Drag 3.04 as a result of any decision by Talecris LLC not to accept or consummate any Drag-Along Seller Sale (it being understood that any and all such decisions shall cause the Purchaser be made by Talecris LLC in its sole discretion). The IBR Parties shall not be entitled to remit make any Sale of Common Shares directly to any Third Party pursuant to a Drag-Along Sale (it being understood that all such Sales shall be made only on the Drag Along Stockholder the consideration with respect terms and pursuant to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholderprocedures set forth in this Section 3.04). (ef) The provisions This Section 3.04 shall terminate immediately prior to the consummation of this Section 6, however, shall remain in effect for any subsequent proposed salean IPO.

Drag Along Right. (a) If In the event that at any time prior to the APT Date, there is a Stockholder proposes to Transfer to sale, lease, transfer, conveyance or other disposition (including, without limitation, any Purchaser merger or consolidation), in a number single transaction, of shares of Stock which represents at least a majority all or substantially all of the outstanding shares equity interests or assets of Common Stock on the Company and its Subsidiaries taken as a fully-diluted basis (the "Transferred Shares") thenwhole, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined which is approved by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder Board (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditionsand, if anyapplicable, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder Phronesis in accordance with the provisions of §10 hereof), the Company may require (a “Drag-Along Right”) all Stockholders to participate in such transaction in accordance with the terms of this Section §6 (any transaction involving the exercise of such Drag-Along Right shall be referred to as a “Drag-Along Sale”). The Company shall provide the Stockholders written notice (a “Drag-Along Notice”) of such Drag-Along Sale, the identity of the proposed purchaser in such sale (the “Proposed Purchaser”) and the material terms thereof not less than twenty-five (25) business days prior to the proposed date of the Drag-Along Sale (the “Drag-Along Sale Date”) and each of the Stockholders hereby agrees to sell to such Proposed Purchaser all shares of Common Stock held by such Stockholder. No Stockholder shall exercise any dissenter’s rights with respect to the consummation of any such Drag-Along Sale. (b) On the Drag-Along Sale Date, each Stockholder shall deliver a certificate or certificates for such Stockholder’s shares of Common Stock, duly endorsed for transfer with signatures guaranteed, to such Proposed Purchaser in the manner and at the address indicated in the Drag-Along Notice against delivery of the purchase price for such shares of Common Stock. The provisions of this §6 shall have been completed, apply regardless of the Drag form of consideration in the Drag-Along Sale. (c) Shares of Common Stock subject to a Drag-Along Right shall be included in a Drag-Along Sale pursuant hereto and to any agreements with the Proposed Purchaser relating thereto, on the same terms and subject to the same conditions applicable to shares of Common Stock included in the Drag-Along Sale. Such terms and conditions shall include, without limitation, (i) the consideration (including, without limitation, any consideration payable under employment, consulting, non-competition, confidentiality and other similar agreements and arrangements), (ii) the payment of fees, commissions and expenses, (iii) the provision of, and representation and warranty as to, information requested of the Company, and (iv) the provision of reasonable indemnification, as determined by the Board; provided, however, that any indemnification provided by the Stockholders shall (i) be terminated for purposes hereofdetermined pro rata in proportion with the aggregate number of shares of Common Stock to be sold in the Drag-Along Sale and (ii) not be structured in a way so as to require additional contributions from any Stockholder. (d) Simultaneously with the consummation Each of the sale Stockholders shall, if requested by the Company, execute and deliver a Custody Agreement and Power of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly Attorney in form and substance satisfactory to the Drag Along Stockholder the consideration Company with respect to the Drag shares of Common Stock which are to be included in the Drag-Along Shares Sale pursuant hereto. The Custody Agreement and Power of Attorney shall furnish provide that the Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such other evidence shares of Common Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Stockholder’s agent and attorney-in-fact with full power and authority to act under a custody agreement and power of attorney on behalf of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by Stockholder with respect to the Drag Along Stockholdermatters specified herein. (e) The Each Stockholder agrees that such Stockholder will execute such other agreements as the Company or the Proposed Purchaser may reasonably request in connection with the consummation of a Drag-Along Sale and the transactions contemplated thereby. (f) In order to effect the provisions of this Section §6, howevereach Stockholder hereby irrevocably constitutes and appoints each of the Chairman of the Board of Directors and the President of the Company (as the holders of such offices may change from time to time), shall remain as attorney and proxy, with, subject to the consent of the Management Stockholders and Phronesis, full power of substitution, to receive all notices, and to represent, vote and consent, with respect to all shares of Common Stock held by such Stockholder, in effect such manner as said proxies may, in the exercise of their sole and absolute discretion, determine, and without any prior notice to such Stockholder (provision of such notice concurrently or promptly after the taking of any such action being deemed sufficient for all purposes and any subsequent proposed salerequirement for prior notice being expressly waived by such Stockholder), whether or not said representation, vote or consent benefits the interests of any of said proxies, but only with respect to any and all of the matters specified in this §6.

Drag Along Right. (a) If a Stockholder In the event that Talecris LLC proposes to Transfer to Sell (the “Drag-Along Sale”) all or any Purchaser a number of shares of Stock which represents at least a majority portion of the outstanding shares Shares held by it to a Third Party in a single transaction or series of related transactions that would result in such Third Party and its Affiliates becoming the beneficial owner, directly or indirectly, of 50% or more of the Fully Diluted Common Stock on a fullyShares of the Company, Talecris LLC may require each Employee Holder to participate in such Drag-diluted basis (Along Sale and Sell the "Transferred same percentage of its Common Shares") then, at as the election Fully Diluted Common Shares that would be Sold by Talecris LLC, assuming the conversion, exercise or exchange of such holder or holders (a "Drag Along Seller")all Equity Interests of the Company, each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up represent to the total number of shares of Stock then Fully Diluted Common Shares that would be held by such Drag Along Stockholder (Talecris LLC, assuming the "Drag Along Shares"). If the percentage conversion, exercise or exchange of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage all Equity Interests of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along SaleCompany, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions and at the same time or times as applicable to Talecris LLC. (b) Talecris LLC shall, promptly upon determining the sale terms of the Transferred Drag-Along Sale, deliver to Employee Holders written notice (the “Drag-Along Notice”) specifying the material terms of the Drag-Along Sale, including the identity of the purchaser to which the Drag-Along Sale is proposed to be made, the terms per Fully Diluted Common Share of such Sale and the costs expected to be incurred by Talecris LLC in connection with such Sale. In connection with any such Sale, each Employee Holder will agree to make or agree to any customary representations, covenants, indemnities and agreements as Talecris LLC so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the numbers of Fully Diluted Common Shares into which Shares sold by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations each of Talecris LLC and warranties as to its due organizationsuch Employee Holder are convertible, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesexercisable or exchangeable. (c) If, within 15 days after Each Employee Holder agrees that it will deliver at the Drag Along Seller provides the Drag Along Notice, no sale closing of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Drag-Along Sale certificates evidencing the Common Shares to be sold by such Employee Holder in the Drag-Along Sale duly endorsed in blank or accompanied by written instruments of transfer in form reasonably satisfactory to Talecris LLC executed by such Employee Holder, and each Employee Holder shall be terminated for purposes hereofexecute such other documents of transfer that Talecris LLC may reasonably request in order to consummate the Drag-Along Sale at the time specified by Talecris LLC. (d) Simultaneously with On the date of the consummation of the sale Drag-Along Sale, Talecris LLC shall remit or cause to be remitted to each Employee Holder its portion of the Transferred consideration for the Common Shares sold pursuant thereto less its proportionate share of the reasonable and documented costs (including, without limitation, reasonable legal fees and expenses) incurred in connection with such Drag-Along Sale, including costs incurred by the Employee Holders, to the extent not paid or reimbursed by the Company or the Third Party. (e) Anything herein to the contrary notwithstanding, Talecris LLC shall have no obligation to any Employee Holder to Sell any Shares pursuant to this Section 6 the Drag 3.03 as a result of any decision by Talecris LLC not to accept or consummate any Drag-Along Seller Sale (it being understood that any and all such decisions shall cause the Purchaser be made by Talecris LLC in its sole discretion). The Employee Holders shall not be entitled to remit make any Sale of Common Shares directly to any Third Party pursuant to a Drag-Along Sale (it being understood that all such Sales shall be made only on the Drag Along Stockholder the consideration with respect terms and pursuant to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholderprocedures set forth in this Section 3.03). (ef) The provisions This Section 3.03 shall terminate immediately prior to the consummation of this Section 6, however, shall remain in effect for any subsequent proposed salean IPO.

Drag Along Right. In the event the Members holding at least 85% of Voting Interests (the “Drag Along Holders”) 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 Voting 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 cause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Drag Along Holders (in each case, the “Drag Along Buyer”) in a bona fide negotiated transaction (a “Drag Along Sale”), each of the Members, including any of its successors as contemplated herein, shall be obligated to and shall upon the written request of the Drag Along Holders: (a) If a Stockholder proposes sell, transfer and deliver, or cause to Transfer be sold, transferred and delivered, to any Purchaser a number of shares of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election of such holder or holders (a "Drag Along Seller")Buyer, each other Stockholder (each, a "its Interests on substantially the same terms applicable to the Drag Along Stockholder"Holders; and (b) shall be required to sell to execute and deliver such Purchaser (a "instruments of conveyance and transfer and take such other action, including voting such Interests, if applicable, in favor of any Drag Along Sale") a number of shares of Stock determined Sale proposed by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of Holders and executing any Drag Along Stockholder's Stock required to be sold purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Holders or the Drag Along SaleBuyer may reasonably require in order to carry out the terms and provisions of this Section 12.3, Drag provided that NAV CANADA US Subsidiary shall have the right to elect that NAV CANADA US Subsidiary Stockholder participate in the Drag-Along Seller, shall, at Sale by selling its sole expense, arrange for NAV CANADA US Subsidiary stock (and/or the delivery equity of any direct 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 fairness opinion transfer of NAV CANADA US Subsidiary’s Interests thereto, and the purchase price payable by an investment banking firm of nationally recognized standing acceptable the prospective buyer for such NAV CANADA US Subsidiary stock shall be equal to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm the price that the terms of would have been payable in the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to NAV CANADA US Subsidiary’s Interests. The obligations under this Section 12.3 shall terminate upon the Drag Along Shares and shall furnish such other evidence occurrence of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution of the completion Company pursuant to Article 10. *** Certain confidential information contained in this document, marked by brackets, has been omitted and time filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of completion the Securities Exchange Act of such sale and terms and conditions1934, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.amended. 74

Drag Along Right. (a) If a Stockholder proposes at any time and from time to Transfer to any Purchaser a number time after the date of shares this Agreement, the holder or holders of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis voting capital stock of the Company (the "Transferred SharesProposed Transferors") thenwish to Transfer in a bona fide arms' length sale all shares of Common Stock then owned by them to any Person or Persons who are not Affiliates of the Proposed Transferors (for purposes of this Section 3(a), at the election of such holder or holders (a "Drag Along SellerProposed Transferee"), each other Stockholder the Proposed Transferors shall have the right (each, a the "Drag Drag-Along StockholderRight") shall be required to require each Management Stockholder to sell to such Purchaser the Proposed Transferee all Securities (a "Drag Along Sale") a number of shares of Stock determined for the same per share consideration received by the Drag Along Seller up Proposed Transferor for each such class of capital stock, and with respect to the total number of shares of Stock unexercised Options, less any exercise price payable with respect thereto) then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required Management Stockholders, subject to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid purchase by the Purchaser for each Transferred ShareProposed Transferee. Each Management Stockholders, the number of Transferred Shares agrees to be sold by the Drag Along Seller, the number of shares take all steps necessary to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required enable him or it to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance comply with the provisions of this Section 6 shall have been completed3(a), including, if necessary, voting any Securities in favor of the Drag transaction with the Proposed Transferee (whether effected as a merger or otherwise) to facilitate the Proposed Transferors' exercise of a Drag-Along Sale shall be terminated for purposes hereofRight. (db) Simultaneously with To exercise a Drag-Along Right, the consummation Proposed Transferors shall give each Management Stockholder a written notice (for purposes of this Section 3, a "Drag-Along Notice") containing (i) the number of Securities that the Proposed Transferee proposes to acquire from the Proposed Transferors, (ii) the name and address of the sale Proposed Transferee, and (iii) the proposed purchase price, terms of payment and other material terms and conditions of the Transferred Shares Proposed Transferee's offer. Each Management Stockholder shall thereafter be obligated to sell the Securities subject to such Drag-Along Notice, provided -------- that the sale to the Proposed Transferee is consummated within 120 days of delivery of the Drag-Along Notice. If the sale is not consummated within such 120-day period, then each Management Stockholder shall no longer be obligated to sell such Management Stockholder's Securities pursuant to this Section 6 the Drag that specific Drag-Along Seller Right but shall cause the Purchaser to remit directly remain subject to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 63. (c) Notwithstanding anything contained in this Section 3, howeverin the event that all or a portion of the purchase price consists of securities and the sale of such securities to the Management Stockholders 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 successor regulation) or a similar provision of any applicable state securities law, shall remain then, at the option of the Proposed Transferors, the Management Stockholders may receive, in effect for any subsequent proposed salelieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Board, unless, at the request of the Management Stockholders holding a majority of the Shares, the appraisal procedure set forth in Section 3(d) below is invoked.

Drag Along Right. (aA) If a Stockholder proposes to Transfer to any Purchaser a number (i) all of shares of Stock which represents at least the Investors and (ii) the Founders that hold a majority in interest of the outstanding shares of Common Stock on a fully-diluted basis aggregate Shares held by the Founders, (the "Transferred SharesDRAGGING PARTIES") thenagree to Transfer all the Shares of the Company held by them to, at or vote for a merger or consolidation of the election Company into, or a sale of such holder all or holders substantially all assets of the Company to, a purchaser that is not an Affiliate of the Company (a "Drag Along SellerDRAG-ALONG SALE"), each other Stockholder then all of the Six Shareholders (each, a the "Drag Along StockholderDRAGGED PARTIES") shall be required agree to, and shall vote in favour of, such Drag-Along Sale and shall Transfer the same pro rata amount of their respective outstanding Shares in such Drag-Along Sale as the Dragging Parties propose to sell to Transfer in such Purchaser (a "Drag Drag-Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (bB) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any Any such sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid or disposition by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale Dragged Parties shall be on the same terms and conditions conditions, including (without limitation) as to the form of consideration, as the sale of the Transferred Shares proposed Drag-Along Sale by the Drag Along SellerDragging Parties. The Drag Along Stockholder Such Dragged Parties shall only be required to give representations make such representations, warranties and warranties indemnities in connection with the Drag-Along Sale as to its due organization, its due authorization and title to made by the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesDragging Parties. (cC) IfPrior to making any Drag-Along Sale in which the Dragging Parties wish to exercise their rights under this Clause 8, within 15 days after the Drag Dragging Parties shall provide the Company and all the Dragged Parties with written notice (the "DRAG-ALONG NOTICE") not less than five (5) Business Days prior to the proposed closing date of the Drag-Along Seller provides Sale (the Drag "DRAG-ALONG SALE DATE"). The Drag-Along Notice shall set forth: (i) the name and address of the third party purchasers; (ii) the proposed amount and form of consideration to be paid per share, and the terms and conditions of payment offered by each of the third party purchasers; (iii) the Drag-Along Sale Date; (iv) the number of Shares held of record by the Dragging Parties on the date of the Drag-Along Notice; (v) the number of Shares to be transferred, no sale sold or otherwise disposed of by the Dragging Parties; and (vi) the number of Shares of the Transferred Shares owned by Dragged Parties to be included in the Drag Drag-Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereofSale. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder proposes to Transfer With respect to any Purchaser a number proposed transfer of shares of Common Stock which represents at least representing not less than a majority of the outstanding voting power of the Fully-Diluted Common Stock (determined pursuant to Article VIII, Section 3(a) of the Company's Amended and Restated Certificate of Incorporation) in an arm's length transaction to a proposed purchaser that is not an Affiliate of the Company or of the holder of Common Stock proposing to transfer shares of Common Stock on (such proposed transfer being a fully"Proposed Drag-diluted basis Along Transfer") the Common Stockholders requesting such transfer shall have the right (the "Transferred SharesDrag-Along Right") thenso long as such Common Stockholders are transferring all of their shares of Common Stock, to require the Series A Preferred Stockholders to sell all (but not less than all) of their Shares in the Proposed Drag-Along Transfer to the proposed purchaser at the election greater of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be price being paid by the Purchaser proposed purchaser in such Proposed Drag-Along Transfer or twelve dollars and fifty cents ($12.50) per share of Series A Preferred Stock (subject to equitable adjustments for each Transferred Sharestock dividends, the number of Transferred Shares to be sold by the Drag Along Sellersplits, the number of shares to be sold by each Drag Along Stockholderreverse splits, combinations, recapitalizations and the other terms like occurring after the date hereof), together with all declared and conditionsunpaid dividends thereon and all accrued and unpaid Redemption Dividends (as defined in Article VIII, if any, of such transaction. Pending consummation Section 5(f) of the Drag Along SaleAmended and Restated Certificate of Incorporation of the Company) thereon, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on and, otherwise, upon the same terms and conditions as the sale transferring Common Stockholders in the Proposed Drag-Along Transfer. If the transfer includes Class B Common Stock, such price, terms and conditions shall be determined for all Shares by reference to the price being paid by the proposed purchaser in such Proposed Drag-Along Transfer, terms and conditions applicable to the Class B Common Stock. Such transferring holders of Common Stock shall provide a notice (the "Drag-Along Notice") to each Series A Preferred Stockholder and the Company setting forth: (i) the name of the Transferred Shares proposed purchaser, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Drag proposed purchaser and (iii) the proposed date of consummation of the proposed Drag-Along Seller. The Drag Along Transfer. (b) At the closing of the transfer of all Shares to the proposed purchaser on the terms described above, each Common Stockholder and Series A Preferred Stockholder shall only (i) execute any documents or instruments, including, without limitation, representations and warranties, reasonably requested by the proposed purchaser and (ii) deliver certificates for the Shares being sold, duly endorsed and accompanied by duly executed stock assignments separate from certificate, free and clear of all claims and encumbrances, against delivery to each Common Stockholder and Series A Preferred Stockholder of the consideration for the Shares of such holder being sold pursuant to this Section 5.4. Notwithstanding the foregoing, no Series A Preferred Stockholder shall be required (A) to give make any representation or warranty with respect to the Company (as opposed to representations and warranties as with respect to its due organizationsuch Series A Preferred Stockholder or the Shares being sold by such Series A Preferred Stockholder), its due authorization and title or otherwise have liability in connection with any representations or warranties with respect to the Drag Along Shares and shall only Company, such that the Series A Preferred Stockholder would have liability in connection with such representations or warranties with respect to the Company in a proportion greater than such Series A Preferred Stockholder's pro rata portion of the aggregate sale proceeds received by all Stockholders party to the sale or (B) to give any indemnities in an amount greater than the aggregate sale proceeds to be required to indemnify for breach of its own representations and warrantiesreceived by such Series A Preferred Stockholder. (c) IfIn the event that a sale by a Stockholder is subject to one or more of (i) the right of first refusal in Section 2 above, within 15 days after (ii) the Drag Along Seller provides tag-along right in Section 5.3 above or (iii) the Drag Along Noticedrag-along right in this Section 5.4, no sale then the priority for the application of such rights shall, to the extent applicable to such transfer, be as follows: the first refusal procedures in Section 2 shall be first applied and completed, followed by the application and completion of the Transferred Shares owned by tag-along right in Section 5.3 and then the Drag Along Seller or application and completion of the Drag Along Stockholder drag-along right in accordance with this Section 5.4. Notwithstanding the foregoing, nothing in this Section 5.4(c) shall be deemed to imply that the provisions of this Section 6 shall have been completed, Article 2 apply to the Drag Along Sale shall be terminated for purposes hereofSeries A Preferred Stockholders. (d) Simultaneously with The rights provided under this Section 5.4 (including the consummation notice requirement set forth herein) shall automatically terminate and be of no further force or effect upon a public offering of any class of the sale of Company's Common Stock under the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along StockholderSecurities Act. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If any group of Stockholders composed of TCI Sub and any other two Stockholders (which may include any Tag-Along 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 Transfer to any Purchaser effect ---------------------------- a number of shares of Stock which represents at least a majority of Control Block Sale, such Control Block Group shall have the outstanding shares of Common Stock on a fully-diluted basis right (the "Transferred SharesDrag- ----- Along Right") then, at the election of such holder or holders to require each remaining Stockholder (a "Drag Along Seller"), each other Stockholder (each, a "Drag 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 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 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 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 4.7. (c) Each member of a Drag-Along Stockholder's Stockholder Group shall be required to sell to such Purchaser (a the "Drag Along Dragged Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Dragged Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on upon the same ------------ terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required Dragging Control Block Group has proposed or agreed to give representations and warranties as to its due organization, its due authorization and title sell Company Securities to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder purchaser in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereofsuch Control Block Sale. (d) Simultaneously with Subject to the consummation terms of this Agreement, upon delivery to it of the sale Drag-Along Notice, each Drag-Along Stockholder and each member of its Stockholder Group shall agree to become a party to or otherwise become bound by the applicable terms and conditions of the Transferred Shares contract, agreement or instrument pursuant to this Section 6 which the Drag Along Seller Dragging Control Block Group has agreed to sell Company Securities in the Control Block Sale, which terms and conditions shall cause the Purchaser to remit directly be no less favorable to the Drag members of each Drag-Along Stockholder's Stockholder Group than the consideration with respect terms and conditions applicable to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along StockholderDragging Control Block Group. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If After the Closing Date, if the Stockholder Majority elect to effect a Company Sale, then such Stockholder proposes to Transfer to any Purchaser Majority (the Stockholder Majority in its capacity as such under this Section 3.1(a), the “Drag-Along Representative”) may (but shall not have an obligation to) notify the Management Stockholders (each a number of shares of Stock which represents “Drag-Along Party”) in writing (the “Drag-Along Notice”) at least a majority fifteen (15) Business Days prior to the consummation of such Company Sale (the “Drag-Along Transaction”). The Drag-Along Notice shall specify the identity of the outstanding shares prospective parties involved in the Drag-Along Transaction, a reasonable summary of Common Stock on the material terms and conditions of the Drag-Along Transaction and a fully-diluted basis copy of any form of agreement proposed to be executed in connection therewith (the "Transferred Shares") then, but only if available at the election of such holder or holders (a "Drag time the Drag-Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"Notice is delivered). If the percentage of Drag-Along Representative delivers such Drag-Along Notice: (A) the Drag-Along Party shall be deemed to approve the proposed Drag-Along Transaction (solely in such Drag-Along Party’s capacity as a Stockholder), (B) subject to Section 6.8, to the extent any Drag vote or consent to the Drag-Along Stockholder's Stock required to be sold as Drag Transaction is required, the Drag-Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange Party shall vote for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable and consent to such Drag Drag-Along Stockholder Transaction (including on behalf of all of its Equity Securities and on behalf of all Equity Securities with respect to which acceptance the Drag-Along Party has the power to direct the voting thereof) and shall not be unreasonably withheld waive any dissenter’s rights, appraisal rights or delayed). Such fairness opinion shall confirm that similar rights which the terms of the Drag Drag-Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments Party may have in connection therewith. The Drag , (C) no Drag-Along Sale Party shall be raise any objections to the proposed Drag-Along Transaction, (D) the Drag-Along Party shall agree to sell its Drag-Along Pro Rata Share of each class of Equity Securities being sold in such Drag-Along Transaction (or such lesser number of Equity Securities if so designated by the Drag-Along Representative in the Drag-Along Notice) on the same terms and conditions as the Stockholder Majority, subject to clause (F) below and Section 3.1, (E) the Drag-Along Party shall execute all documents reasonably required to effectuate such Drag-Along Transaction, as determined by the Drag-Along Representative in good faith, (F) the Drag-Along Party shall be obligated to provide the same representations, warranties, covenants, agreements, indemnities (on a pro rata basis (but not a joint and several basis); provided that the aggregate liability (including any indemnification obligation) of the Drag-Along Party in the Drag-Along Transaction shall not exceed the consideration received by the Drag-Along Party for the sale of its Equity Securities in such transaction, other than in the Transferred Shares case of fraud, intentional misrepresentation or willful misconduct on the part of the Drag-Along Party) and other obligations that the Drag-Along Representative agrees to provide in connection with such Drag-Along Transaction (other than any such obligations that relate specifically to a particular holder of Equity Securities, such as indemnification with respect to representations and warranties given by such holder regarding such holder’s title to and ownership of such Person’s Equity Securities, which shall be solely the responsibility of such holder), and (G) each Drag-Along Party shall take all other actions reasonably necessary or desirable, as reasonably determined by the Drag Drag-Along SellerRepresentative, to cause the consummation of such Drag-Along Transaction on the terms proposed by the Drag-Along Representative (including, in connection with a Drag-Along Transaction involving a sale of all or substantially all of the assets of the Company and its Subsidiaries, causing the Company and its Subsidiaries to enter into such agreements and arrangements with the applicable third party purchaser of such assets in connection with such Company Sale in a form and on terms and conditions reasonably acceptable to the Drag-Along Representative consistent with the foregoing). The Drag Notwithstanding the foregoing, except with respect to any Drag-Along Party that is an employee of the Company or any of its Subsidiaries, no Drag-Along Party shall be required to execute agreements in connection with any Drag-Along Transaction containing non-competition, non-solicitation, no-hire and/or and confidentiality provisions which are more restrictive than those entered into by the Stockholders constituting the Stockholder Majority exercising its rights under this Section 3.1; provided that with respect to any Drag-Along Party that is an employee of the Company or any of its Subsidiaries, such Drag-Along Party shall only be required to give representations execute agreements in connection with any Drag-Along Transaction containing non-competition, non-solicitation, no-hire and/or and warranties as to its due organization, its due authorization and title confidentiality provisions to the Drag Along Shares extent that such provisions are reasonable and shall only be required to indemnify for breach of its own representations and warranties. (c) Ifcustomary, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale in light of the Transferred Shares owned circumstances of the Drag-Along Transaction. As used herein, “Drag-Along Pro Rata Share” of the Drag-Along Party means the number derived by multiplying (x) the total number of Equity Securities of such class held by the Drag Drag-Along Seller or Party, by (y) a fraction, the Drag Along numerator of which is the total number of Equity Securities of such class to be sold by the Stockholder in accordance with the provisions of Majority triggering this Section 6 shall have been completed, 3.1 in the Drag Drag-Along Sale shall be terminated for purposes hereof. (d) Simultaneously with Transaction and the consummation denominator of which is the total number of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion then outstanding Equity Securities of such sale and terms and conditions, if any, thereof as may reasonably be requested class held by the Drag Along Stockholdersuch Stockholder Majority. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder proposes to Transfer to any Purchaser a number of shares of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a5.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 5 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 5, the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 65, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. If no exit has been provided to the Anchor Investors after the expiry of 12 (atwelve) If a Stockholder proposes to Transfer to any Purchaser a number of shares of Stock which represents at least a majority of months after the outstanding shares of Common Stock on a fully-diluted basis Exit Period, the Anchor Investors shall have the right (the "Transferred Shares") then, at the election of such holder or holders (a "Drag Along SellerRight") but not the obligation to require the other Shareholders or any of them ("Drag Along Parties") to sell all the Securities held by them on such date and on such terms, including the price for the relevant Securities ("Drag-Along Price"), each other Stockholder that the Anchor Investors may have agreed with any bona-fide third party purchaser (each"Drag-Along Buyer"). In such event, a "the Drag Along StockholderParties shall be unconditionally obliged to sell such Securities to the Drag-Along Buyer at the Drag-Along Price and on the same terms and price offered to Anchor Investors. Provided however that the Drag Along Right can be exercised only if Anchor Investors having a shareholding of not less than 66% (sixty-six percent) of the share capital of the Company on a Fully Diluted Basis have agreed and approved of the exercise of the Drag Along Right. 12.5.1 For the purpose of this Clause, the Anchor Investors shall deliver a written notice ("Drag-Along Notice") to the Drag Along Parties and to the other Shareholders (only for the purpose of information), stating that the Anchor Investors wish to exercise their rights under Clause 12.5 above, and setting forth the name and address of the Drag-Along Buyer, the number of Securities of the Drag Along Parties proposed to be Transferred to the Drag-Along Buyer, the Drag-Along Price and all material terms and conditions offered by the Drag-Along Buyer. 12.5.2 Upon delivery of a Drag-Along Notice, the Drag Along Parties shall be required to unconditionally and irrevocably Transfer such number of their Securities, as specified in the Drag-Along Notice, to the Drag-Along Buyer, upon the same terms and conditions (including, without limitation, the Drag-Along Price) as agreed to by the Anchor Investors and the Drag- Along Buyer, and shall make to the Drag-Along Buyer representations, warranties, covenants, indemnities and agreements comparable to those made by the Anchor Investors in connection with the Transfer and shall agree to the same conditions to the Transfer as the Anchor Investors agree, it being understood that all such representation, warranties, covenants, indemnities and agreements shall be made by each Drag Along Party and the Anchor Investors severally and not jointly. The Drag Along Parties (other than Dvara and Anchor Investors) shall be required to sell Authenticated through Leegality.com (nVVKkrT) SUVALAXMI CHAKRABORTY Date: Fri Sep 24 22:19:02 IST 2021 Authenticated through Leegality.com (nVVKkrT) Samir Amrit Shah Date: Fri Sep 24 20:26:39 IST 2021 Authenticated through Leegality.com (nVVKkrT) Samir Amrit Shah Date: Fri Sep 24 20:26:39 IST 2021 Authenticated through Leegality.com (nVVKkrT) Kshama Fernandes Date: Mon Sep 27 13:51:22 IST 2021 Authenticated through Leegality.com (nVVKkrT) Misty Burns Date: Fri Sep 24 20:31:49 IST 2021 Authenticated through Leegality.com (nVVKkrT) BV Narasimham Date: Sat Sep 25 12:54:12 IST 2021 Authenticated through Leegality.com (nVVKkrT) Jeffrey Hom 43 Date: Wed Sep 29 11:12:06 IST 2021 provide all representations, warranties, undertakings and indemnities in respect of the Business and operations of the Company to such Purchaser (a "Drag Drag-Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of viewBuyer. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. In the event the Members holding at least 85% of Voting Interests (the “Drag Along Holders”) 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 Voting 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 cause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Drag Along Holders (in each case, the “Drag Along Buyer”) in a bona fide negotiated transaction (a “Drag Along Sale”), each of the Members, including any of its successors as contemplated herein, shall be obligated to and shall upon the written request of the Drag Along Holders: (a) If a Stockholder proposes sell, transfer and deliver, or cause to Transfer be sold, transferred and delivered, to any Purchaser a number of shares of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election of such holder or holders (a "Drag Along Seller")Buyer, each other Stockholder (each, a "its Interests on substantially the same terms applicable to the Drag Along Stockholder"Holders; and (b) shall be required to sell to execute and deliver such Purchaser (a "instruments of conveyance and transfer and take such other action, including voting such Interests, if applicable, in favor of any Drag Along Sale") a number of shares of Stock determined Sale proposed by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of Holders and executing any Drag Along Stockholder's Stock required to be sold purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Holders or the Drag Along SaleBuyer may reasonably require in order to carry out the terms and provisions of this Section 12.3, Drag provided that NAV CANADA US Subsidiary shall have the right to elect that NAV CANADA US Subsidiary Stockholder participate in the Drag-Along Seller, shall, at Sale by selling its sole expense, arrange for NAV CANADA US Subsidiary stock (and/or the delivery equity of any direct 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 fairness opinion transfer of NAV CANADA US Subsidiary’s Interests thereto, and the purchase price payable by an investment banking firm of nationally recognized standing acceptable the prospective buyer for such NAV CANADA US Subsidiary stock shall be equal to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm the price that the terms of would have been payable in the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to NAV CANADA US Subsidiary’s Interests. The obligations under this Section 12.3 shall terminate upon the Drag Along Shares and shall furnish such other evidence occurrence of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along StockholderCompany pursuant to Article 10. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder proposes Following the KKR Holding Period but prior to an IPO, if the KKR Shareholder Group or any Syndicatees with whom it is acting in concert (the “Dragging Shareholders”) intends to Transfer Securities to a bona fide third party or a group of bona fide third parties acting in concert (other than to a Permitted Transferee or to a Syndicatee in accordance with Clause 5.4) which would result in the Proposed Transferee (together with any Purchaser of its Affiliates) holding an Equity Percentage of 50% or more (a number “Proposed Sale”), such Dragging Shareholders may, at their option and subject to the provisions of shares of Stock which represents Clause 5.8(d), require the other Shareholders (“Dragged Shareholders”) to participate in the Proposed Sale and Transfer all the Securities held by the Dragged Shareholders to the Proposed Transferee at least a majority of the outstanding shares of Common Stock same time and on a fully-diluted basis the same economic terms and conditions (including as to price) as Rainbow Capital under such Proposed Sale (the "Transferred Shares") then, at the election of such holder or holders (a "Drag “Drag-Along Seller"Right”), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag If the Dragging Shareholders wish to exercise their Drag-Along Seller Right and require the participation of the Dragged Shareholders as provided herein, the Dragging Shareholders shall deliver furnish to each Drag Along Stockholder Dragged Shareholder a written notice of such Proposed Sale pursuant to the Drag-Along Right (the "Drag “Drag-Along Notice"”) no later than 20 Business Days prior to the anticipated closing date of any sale such Proposed Sale, which shall be accompanied by all definitive documentation required to be made pursuant entered into by the Dragged Shareholders in respect of the Proposed Sale. The relevant Drag-Along Notice will include: (A) the number of Securities to Section 6.2(abe transferred by the Dragging Shareholders; (B) above, the proposed price per Security (which notice shall set forth be calculated as if the Proposed Sale has occurred by way of a sale of all Securities on such date and shall be the same price per Security as the Dragging Shareholders are receiving) and form of consideration to be paid received by the Purchaser for each Transferred ShareDragging Shareholders per Security (as applicable) (and if such consideration consists in part or in whole of assets other than cash, a good faith estimate of the fair market value of such non-cash consideration and relevant information, if available, relating to such non-cash consideration); (C) to the extent known, the number identity of Transferred Shares the Proposed Transferee(s); (D) to be sold by the Drag Along Sellerextent known, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation expected closing date of the Drag Along Saleproposed Transfer; and (E) to the extent known, the Drag Along Seller shall promptly notify each Drag Along Stockholder a summary of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesproposed Transfer. (c) IfEach Dragged Shareholder shall, within 15 days after the Drag Along Seller provides the Drag upon receipt of a Drag-Along Notice, no sale be obligated to (i) participate in the Proposed Sale and sell or otherwise Transfer all the Securities held by the Dragged Shareholder; (ii) to vote its securities in favour of the Transferred Shares owned Proposed Sale at any meeting of the shareholders called to vote on or approve the Proposed Sale and Transfer and/or consent in writing to the proposed Transaction; (iii) waive all dissenters’ or appraisal rights in connection with the Proposed Sale and enter into agreements relating to the Proposed Sale; and (v) take all reasonable actions in connection with the consummation of the Proposed Sale and the Transfer as may be requested by the Drag Along Seller or Dragging Shareholders. In connection with any such Transfer, each Dragged Shareholder must agree to make the Drag Along Stockholder same representations, warranties, covenants, undertakings and indemnities as Rainbow Capital agrees to make in accordance connection with such Transfer; provided that, unless otherwise agreed by such Dragged Shareholder, (A) a Dragged Shareholder shall not be required to give any business warranties in connection with the provisions of this Section 6 Proposed Sale; (B) in no event shall have been completedany Dragged Shareholder be required to enter into any non-compete, non-solicit or similar covenant in connection with such Transfer on terms which are less favourable and/or more onerous in scope and time period than the Drag Along Sale terms set forth in Clause 9.8; (C) no such Dragged Shareholder shall be terminated required to make representations and warranties or covenants or provide undertakings or indemnities as to any other Shareholder; (D) no Dragged Shareholder shall be liable for purposes hereofthe breach of any covenant by any other Shareholder; and (E) notwithstanding anything in this Clause 5.8(c) to the contrary, (y) any liability relating to representations, warranties and covenants (and related indemnities) and other undertakings or indemnification obligations regarding the Business of the Group assumed in connection with the Transfer, and (z) any distribution to the Shareholders of any amount placed in escrow or subject to holdback in connection with such Transfer that has been released from such escrow or holdback or in respect of any earn out or other delayed or deferred payment, shall be shared by or made to, as the case may be, each such Shareholder pro rata in proportion to (and shall not exceed) the aggregate proceeds received by each Shareholder in the proposed Transfer. (d) Simultaneously with The obligations of the Dragged Shareholders pursuant to this Clause 5.8 are subject to the satisfaction of the following conditions: (i) upon the consummation of the sale proposed Transfer, the Dragged Shareholders shall receive for each of its Securities being sold, the same consideration the Dragging Shareholders receive for each of its Securities being sold; and (ii) each Dragged Shareholder will be responsible for its proportionate share of costs and expenses incurred for the benefit of all Shareholders (including the Dragging Shareholders) in connection with a consummated proposed Transfer, and any indemnities, holdbacks, escrows and similar items relating to the consummated proposed Transfer (other than those that relate to representations or indemnities concerning a shareholder’s valid ownership of the Transferred Shares pursuant Securities held by it free and clear of all liens, claims and Encumbrances or a Shareholder’s authority, power and legal right to this Section 6 enter into and consummate a sale and purchase or merger agreement or ancillary document), based on the Drag Along Seller shall cause the Purchaser gross proceeds received or to remit directly be received in such proposed Transfer, to the Drag Along Stockholder extent that not paid or reimbursed by the consideration with respect to the Drag Along Shares and shall furnish such other evidence proposed transferee or member of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along StockholderGroup. (e) The Dragging Shareholders shall, in their sole discretion, decide whether to or not to pursue, consummate, postpone or abandon any proposed Transfer and the terms and conditions thereof, provided that such Proposed Sale may only be made if completed within 60 Business Days of the expiry of the date upon which the Drag-Along Notice is served (or, where any anti-trust, regulatory or other third party conditions are required to be satisfied before the Proposed Sale can be completed, by the long-stop date for the satisfaction of such conditions in the Proposed Sale documentation). No Shareholder or any Affiliate of such Shareholder shall have any liability to any other Shareholder or the Group arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any such proposed Transfer except to the extent such Shareholder shall have failed to comply with the provisions of this Section 6Clause 5.8. (f) If the Proposed Sale is not completed within the period set out in Clause 5.8(e) above, howeverthe Dragging Shareholders shall promptly return to the Dragged Shareholders all documents (if any) previously delivered in respect of the Proposed Sale, and all the restrictions on Transfer contained in this Agreement with respect to Securities held or owned by the Shareholders shall remain once again be in effect for any subsequent proposed saleeffect.

Drag Along Right. (a) If a Stockholder In the event that Talecris LLC proposes to Transfer to Sell (the “Drag-Along Sale”) all or any Purchaser a number of shares of Stock which represents at least a majority portion of the outstanding shares Shares held by it to a Third Party in a single transaction or series of related transactions that would result in such Third Party and its Affiliates becoming the beneficial owner, directly or indirectly, of 50% or more of the Fully Diluted Common Stock on a fullyShares of the Company, Talecris LLC may require each Bayer Party to participate in such Drag-diluted basis (Along Sale and Sell the "Transferred same percentage of its Common Shares") then, at as the election Fully Diluted Common Shares that would be Sold by Talecris LLC, assuming the conversion, exercise or exchange of such holder or holders (a "Drag Along Seller")all Equity Interests of the Company, each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up represent to the total number of shares of Stock then Fully Diluted Common Shares that would be held by such Drag Along Stockholder (Talecris LLC, assuming the "Drag Along Shares"). If the percentage conversion, exercise or exchange of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage all Equity Interests of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along SaleCompany, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions and at the same time or times as applicable to Talecris LLC. (b) Talecris LLC shall, promptly upon determining the sale terms of the Transferred Drag-Along Sale, deliver to each Bayer Party written notice (the “Drag-Along Notice”) specifying the material terms of the Drag-Along Sale, including the identity of the purchaser to which the Drag-Along Sale is proposed to be made, the terms per Fully Diluted Common Share of such Sale and the costs expected to be incurred by Talecris LLC in connection with such Sale. In connection with any such Sale, each Bayer Party will agree (i) to make or agree to any customary representations, covenants, indemnities and agreements as Talecris LLC so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the numbers of Fully Diluted Common Shares into which Shares sold by each Stockholder are convertible, exercisable or exchangeable and (ii) to pay their proportionate share of the reasonable and documented costs (including, without limitation, reasonable legal fees and expenses) incurred by each of Talecris LLC and the Bayer Parties in connection with such Drag-Along Sale to the extent not paid or reimbursed by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to Company or the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesThird Party. (c) If, within 15 days after Each Bayer Party agrees that it will deliver at the Drag Along Seller provides the Drag Along Notice, no sale closing of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Drag-Along Sale certificates evidencing the Common Shares to be sold by such Bayer Party in the Drag-Along Sale duly endorsed in blank or accompanied by written instruments of transfer in form reasonably satisfactory to Talecris LLC executed by such Bayer Party, and each Bayer Party shall be terminated for purposes hereofexecute such other documents of transfer that Talecris LLC may reasonably request in order to consummate the Drag-Along Sale at the time specified by Talecris LLC. (d) Simultaneously with On the date of the consummation of the sale Drag-Along Sale, Talecris LLC shall remit or cause to be remitted to each Bayer Party its portion of the Transferred consideration for the Common Shares sold pursuant thereto less its proportionate share of the reasonable and documented costs (including, without limitation, reasonable legal fees and expenses) incurred in connection with such Drag-Along Sale, including costs incurred by the Bayer Parties, to the extent not paid or reimbursed by the Company or the Third Party. (e) Anything herein to the contrary notwithstanding, Talecris LLC shall have no obligation to any Bayer Party to Sell any Shares pursuant to this Section 6 the Drag 3.04 as a result of any decision by Talecris LLC not to accept or consummate any Drag-Along Seller Sale (it being understood that any and all such decisions shall cause the Purchaser be made by Talecris LLC in its sole discretion). The Bayer Parties shall not be entitled to remit make any Sale of Common Shares directly to any Third Party pursuant to a Drag-Along Sale (it being understood that all such Sales shall be made only on the Drag Along Stockholder the consideration with respect terms and pursuant to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholderprocedures set forth in this Section 3.04). (ef) The provisions Notwithstanding anything to the contrary in Section 3.04, Talecris LLC may not require any Bayer Party to participate in any Drag-Along Sale during the period after Bayer has given a Notice of this Election pursuant to Section 6, however, 2.01(a) and before the earlier of the payment of the Put Price and withdrawal by Bayer of the Notice of Election. (g) This Section 3.04 shall remain in effect for any subsequent proposed saleterminate immediately prior to the consummation of an IPO.

Drag Along Right. Notwithstanding any other provision of this Section 2: (a) If a Stockholder proposes to Transfer to any Purchaser a number of shares of Stock which represents at least a majority In the event that Acorn Energy owns more than fifty percent (50%) of the Company's issued and outstanding shares of Common Stock on capital stock and Acorn Energy desires to accept a fully-diluted basis (the "Transferred Shares") then, at the election of such holder or holders bona fide offer (a "Drag Along Seller")“Purchase Offer”) from any person or persons, each other Stockholder (eachthan an Affiliate or another Stockholder, a "Drag Along Stockholder") shall be required to sell to such Purchaser purchase all (a "Drag Along Sale"“Divestiture”) a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder Acorn Energy, then Acorn Energy shall promptly deliver to each of the other Stockholders a written notice (the "Drag Along Shares")“Purchase Offer Notice”) stating Acorn Energy'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. If the percentage The Purchase Offer Notice shall include a copy of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage written offer, letter of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Saleintent, Drag Along Seller, shall, at its sole expense, arrange for the delivery term sheet or contract of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair sale pertaining to the Drag Along Stockholders from a financial point of viewPurchase Offer. (b) The In connection with a Divestiture, if Acorn Energy owns more than fifty percent (50%) of the Company's issued and outstanding capital stock, it shall have the right (“Drag Along Seller shall deliver Right”) to require each Drag Along other Stockholder written notice (to participate in such sale of Common Stock by Acorn Energy on the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall terms and conditions set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale Purchase Offer Notice (which shall be on the same terms and conditions (on a per share basis) as the are applicable to Acorn Energy's sale of shares of Common Stock to the Transferred Shares by the proposed purchaser). Such Drag Along Seller. The Right shall be exercisable by Acorn Energy including in its Purchase Offer Notice a statement to the effect that Acorn Energy elects to exercise its Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title Right in connection with the proposed sale. At any time prior to the closing of such sale, Acorn Energy may withdraw its election to exercise its Drag Along Shares and shall only be required Right upon written notice to indemnify for breach of its own representations and warrantiesthe Stockholders. (c) If, within 15 days after The closing of the purchase and sale of any shares of Stock to be sold pursuant to the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance Right shall occur concurrently with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation closing of the sale of the Transferred Shares pursuant shares of the Stock by Acorn Energy, 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 Stock to be sold by such Stockholder, duly endorsed in blank or accompanied by a duly executed stock power in blank, with signatures duly guaranteed and all requisite stock transfer stamps affixed thereto. All Stockholders shall be treated equally under this Section 6 the Drag Along Seller 2.5. It shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence be a condition of the completion obligation to sell under this Section 2.5 that all facts and time circumstances and all material aspects of completion of such sale and terms and conditions, if any, thereof as may reasonably any transaction under this Section 2.5 shall be requested by the Drag Along Stockholder. (e) disclosed. The provisions of this Section 6, however, 2.5 shall remain in effect for any subsequent proposed saleterminate upon an IPO.

Drag Along Right. Notwithstanding anything to the contrary set forth in this Agreement, REIT LP shall have the right to deliver a notice (a) If a Stockholder proposes “Drag Along Notice”), in its sole discretion, to the Potential Participating Members electing to require the Potential Participating Members to Transfer their entire Membership Interests to any Purchaser for a number of shares of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up purchase price equal to the total number of shares of Stock then held by such Drag Drag-Along Stockholder Purchase Price (as defined below) and otherwise on the "Drag Along Shares"terms and conditions pursuant to which the REIT LP shall Transfer its entire Membership Interests to the same Purchaser pursuant to Article 21(a). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in REIT LP shall deliver a Drag Along SaleNotice, then the Potential Participating Members shall be obligated to Transfer its Membership Interests as and when required by the REIT LP in accordance with this Article or, at the REIT LP’s election, the REIT LP may deliver one or more deeds (and/or other instruments of conveyance) to the Company’s assets or otherwise structure such Transfer as an asset sale rather than a sale of Membership Interests, provided that any asset sale shall not prejudice the Potential Participating Members. The “Drag-Along Purchase Price” shall be calculated in the same manner as the calculation of the amount payable to the Potential Participating Members in connection with a Transfer of the Potential Participating Members’ interest in accordance with Article 21(a). Notwithstanding anything herein to the contrary, in the event any proposed Transfer by the REIT LP is not to a third party purchaser pursuant to a bona fide purchase and sale offer, then the REIT LP shall have no right to deliver a Drag Along SellerNotice to the Potential Participating Members. Anything to the contrary set forth herein notwithstanding, shall, at its sole expense, arrange for in the delivery of event that a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that Notice is delivered and the terms proposed sale transaction is consummated, all of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid net proceeds generated by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale interests of the Transferred Shares owned by REIT LP and the Drag Along Seller or the Drag Along Stockholder Potential Participating Members shall be distributed in accordance with the provisions of Article 11 of this Section 6 shall have been completed, Agreement. In no event however will any of the Potential Participating Member’s Principals or any of their Affiliates be subjected to any personal liability as part of any transaction that is the subject of a Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause Notice, other than if requested by the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence provide personal indemnification from one or more of the completion and time Potential Participating Member Principals for the breach of completion any representations (i) regarding their authority to enter into any transaction documents to effectuate a sale of their Membership Interests, or (ii) regarding their ownership of such sale and terms and conditions, if any, thereof as may reasonably be requested by interests and/or the Drag Along Stockholderlack of any encumbrances thereon. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If (i) In case that Dolphin or any of its Affiliates do not pay the Put Option (as such term is defined below) within 90 days of its exercise by EDFI, or (ii) in case EDENOR defaults in the payment of any fees due under the Technical Assistance Agreement and any such default under the Technical Assistance Agreement is not remedied within 45 days of EDENOR and Dolphin having received a Stockholder proposes to Transfer to any Purchaser written default notice from EDFI, EDFI shall have, for a number period of shares 12 months from the last date in which Dolphin could have paid the Put Option in case (i), and for a period of Stock which represents at least a majority of 12 months from the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election date of such holder or holders payment default in case (a "Drag Along Seller"ii), each other Stockholder (each, a "Drag Along Stockholder") shall be required right to sell to such Purchaser (a "Drag Along Sale") a number bona fide third party all of NEV’s Shares, Dolphin Energia’s shares of Stock determined by the Drag Along Seller up to the total number of in EASA, and IEASA’s shares of Stock then held by such Drag Along Stockholder in EASA (the "Drag “Drag-Along Shares"Right”). If Dolphin hereby agrees and Dolphin shall cause EASA to agree (and by executing this Shareholders Agreement irrevocably grants to EDFI the percentage required powers of any Drag Along Stockholder's Stock required attorney, in the form attached hereto as Exhibit B, Exhibit C and Exhibit D respectively) that, if requested by EDFI pursuant to this Section 6.02(a), Dolphin and EASA will transfer to such bona fide third party, all of NEV’s Shares, Dolphin Energy’s shares in EASA and IEASA’s shares in EASA receiving the same terms and conditions (including time of payment and form of consideration) as to be sold as Drag Along Shares exceeds paid and given to EDFI, provided that the percentage price of Dolphin’s EASA shares shall be adjusted if applicable based on any net debt that EASA may have. Upon completion of such transfer all rights and obligations of the Drag Along Seller's Stock to parties under the Put Option shall be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of viewextinguished. (b) The Drag In connection with the Drag-Along Seller Right, EDFI shall deliver have the right to each Drag cause EDENOR, EASA and NEV to provide EDFI’s legal and financial advisors and any potential buyers with reasonable access subject to a Confidentiality Agreement; to EDENOR’s, EASA’s and NEV’s officers, advisors, auditors, legal counsel, operations and books and records of the companies in order to consummate a sale process of its Shares subject to the Drag-Along Stockholder written Right. (c) EDFI will give notice (the "Drag “Drag-Along Notice"”) to Dolphin Energia and/or EASA and/or NEV and/or IEASA as the case may be, of any sale proposed transfer giving rise to the tights of EDFI set forth in Section 6.02(a). The Drag-Along Notice will set forth, the name and address of the third party and the proposed amount and form of consideration. EDFI will notify Dolphin at least 30 days in advance of entering into a definitive agreement in connection with such offer. In any such agreement, Dolphin will be made required to pay its proportionate share of the costs incurred in connection with such transfer to the extent not paid or reimbursed by the third party. Such Drag-Along Notice may be amended at any time by EDFI and shall remain valid for the 12-month time-period contemplated in Section 6.02(a), subject to Section 6.02(d). (d) Notwithstanding the above, in case that the Drag-Along Right is exercised pursuant to Section 6.2(a6.02(a) above, which notice shall set forth above and the consideration to be paid for the Shares offered by the Purchaser for each Transferred Sharethird party were less than the Put Option Exercise Price (as such term is defined below), then the number of Transferred Drag-Along Notice shall also constitute an irrevocable offer to sell EDFI’s Shares to be sold by (the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing “Offered Equity”) for the Drag Along Sale same consideration and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares set forth by the Drag Along Sellerthird party. The Drag Along Stockholder In such case, Dolphin shall only be required to give representations and warranties as to its due organizationhave the right, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach a period of its own representations and warranties. (c) If, within 15 25 days after the Drag Drag-Along Seller provides Notice is given (the Drag “Response Period”) to purchase, pursuant to the Drag-Along Notice, no sale in whole but not in part, the Offered Equity, exercisable by delivering (i) a written notice to EDFI, within the Response Period, stating therein that all of the Transferred Shares owned by Offered Equity will be purchased and (ii) a Stand-By Letter of Credit supporting the Drag Along Seller or obligation of Dolphin to pay in full the Drag Along Stockholder in accordance with purchase price for the provisions of this Section 6 shall have been completedOffered Equity. If Dolphin exercises such a right, the Drag Along Sale right will no longer be exercised and all right and obligations of the parties under the Put Option shall be terminated for purposes hereofextinguished. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder Parent at any time proposes to Transfer sell or dispose of Shares representing more than 50% of the Shares then outstanding to any Purchaser a Person or Persons other than an Affiliate of Parent (such transferee Person or Persons are hereinafter referred to collectively as the “Drag-Along Purchasers”), Parent shall have the right (the “Drag-Along Right”) to require the Stockholder to sell or dispose to the Drag-Along Purchasers such number of shares of Stock which represents at least a majority of outstanding Shares owned by the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election of such holder or holders Stockholder determined in accordance with this Section 3.01 (a "Drag “Drag-Along Seller"Disposition Transaction”). Parent shall send a written notice (a “Drag-Along Notice”) to the Stockholder not less than 30 days prior to the date upon which such sale or disposition is scheduled to close. Each Drag-Along Notice shall (i) specify in reasonable detail all the terms and conditions upon which such sale or disposition is to occur and (ii) make reference to this Section 3.01 and state that the Stockholder is obligated to sell or dispose of its Drag-Along Shares (as defined below) pursuant to such sale. (b) In connection with any Drag-Along Disposition Transaction, each other (i the Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a or dispose of the number of shares remaining Shares (the “Drag-Along Shares”), requested by Parent; provided, however, that the percentage of Stock determined by the Drag Along Seller up to the total number of shares of Stock remaining Shares then held owned by the Stockholder represented by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Drag-Along Shares exceeds shall be equal to the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the total number of Transferred outstanding Shares then owned by Parent to be sold by Parent. Unless the Drag Along SellerStockholder agrees otherwise, the number Stockholder shall receive as consideration upon such sale or disposition for his Shares the same type of shares to be sold by each Drag Along Stockholder, consideration and the other terms same amount of consideration per share and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as are applicable to the sale of the Transferred Shares to be sold by the Drag Along SellerParent. The Drag Along Stockholder shall only be required agree to give the same covenants, representations and warranties as Parent agrees to its due organizationin connection with the proposed sale. To the extent the Stockholder is required to provide indemnification in connection with the Drag- Along Disposition Transaction, its due authorization the monetary indemnification obligations of the Stockholder shall be limited to the fair market value of the cash, property and other assets received by the Stockholder in such Drag-Along Disposition Transaction; provided, however, that this limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Stockholder (e.g., title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesbeing transferred). (c) If, within 15 days after the Drag Each of Parent and each Drag-Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 Purchaser shall have been completedthe right, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the in its sole discretion, at all times prior to consummation of the sale of the Transferred Shares pursuant proposed Drag-Along Disposition Transaction, to this Section 6 the Drag abandon or otherwise terminate such transaction, and neither Parent nor any Drag-Along Seller Purchaser shall cause the Purchaser to remit directly have any liability or obligation to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion thereto by virtue of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6abandonment or termination; provided, however, that the Company shall remain promptly pay to the Stockholder his reasonable out-of-pocket costs and expenses (if any) incurred in effect for any subsequent proposed saleconnection with the transaction through the date of abandonment or termination thereof.

Drag Along Right. (a) If After the twenty-four (24)-month anniversary of the Restructuring Closing Date and other than with respect to a Transfer to a Permitted Transferee, if a Stockholder proposes to Transfer to any Purchaser a number or group of shares of Stock which represents at least Stockholders holding a majority of the issued and outstanding shares Company Securities (together, the “Dragging Holders”) desire to Transfer all or substantially all of Common Stock such Dragging Holders’ Company Securities to an Unaffiliated Person or any Person on a fullyan arm’s-diluted length basis (the "Transferred Shares") thena “Drag-Along Sale”), at the election of such holder or holders (a "Drag Along Seller")then if requested by any Dragging Holder, each other Stockholder (each, a "Drag Along Stockholder"“Dragged Holder”) shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by participate in the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Drag-Along Sale are fair to the Drag Along Stockholders from a financial point of viewin accordance with this Section 3.5. (b) The Drag No more than ten (10) Business Days after the execution and delivery by all parties thereto of the definitive agreement entered into with respect to the Drag-Along Seller Sale and, in any event, at least fifteen (15) Business Days prior to the proposed closing date thereof, the Dragging Holders shall deliver to each Drag Along Stockholder Dragged Holder and to the Company written notice (the "Drag “Drag-Along Notice") ”), setting forth the material terms of any sale to be made pursuant to Section 6.2(a) abovethe Drag-Along Sale, which notice shall set forth including the consideration to be paid by the Purchaser purchaser for each Transferred Share, the number of Transferred Shares Company Securities. The consideration to be sold received by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes a Dragged Holder in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Drag-Along Sale shall be on the same form and amount of consideration per Unit to be received by the Dragging Holders, and the terms and conditions of such sale shall be the same as those upon which the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesDragging Holders sell their Company Securities. (c) IfEach Stockholder agrees to (i) refrain from the exercise of dissenters rights, within 15 days after approval rights, appraisal rights or similar rights at any time with respect to the Drag Drag-Along Seller provides Sale, (ii) consent to and raise no objections to the Drag Drag-Along NoticeSale, no sale including asserting any claim or commencing any suit premised on a breach of fiduciary duty (or aiding and abetting thereof) by a Stockholder or any of its Affiliates in connection with the Drag-Along Sale and (iii) to the extent a Drag-Along Sale is structured as a merger or consolidation, each Stockholder shall vote any shares of Common Stock which it has the right to vote to approve such merger or consolidation, whether by written consent or at a stockholders’ meeting, and waive all dissenters rights, approval rights and similar rights in connection with such merger or consolidation. In addition, each Dragged Holder and the Company shall take all other action reasonably necessary or desirable to cause the consummation of the Transferred Shares owned by Drag-Along Sale. Without limitation of the Drag foregoing, at least ten (10) Business Days prior to the proposed closing date of the Drag-Along Seller Sale, each Dragged Holder shall deliver to the Company to hold in escrow pending transfer of the consideration therefor, any agreements or other documents reasonably requested of such Dragged Holder to consummate such Drag-Along Sale. Upon the Drag consummation of the Drag-Along Stockholder in accordance with the provisions of this Section 6 shall have been completedSale, the Drag Along Sale acquiring Person shall be terminated pay directly to each Dragged Holder, by wire transfer of immediately available funds, the purchase price for purposes hereofthe Company Securities sold by such Dragged Holder pursuant thereto. (d) Simultaneously with All Dragged Holders holding currently vested and exercisable options or warrants to acquire Common Stock shall be required, at the Board’s discretion, to either (i) exercise such options or warrants prior to the consummation of the Drag-Along Sale and participate in such sale as holders of such class of Common Stock or (ii) upon the consummation of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly sale, receive in exchange for such options or warrants consideration equal to the Drag Along Stockholder amount determined by multiplying (A) the same amount of consideration per share of such Stock received by the holders of such class of Common Stock in connection with the sale less the exercise price per share of Common Stock of such options or warrants to acquire such Common Stock by (B) the number of shares of Common Stock represented by such then currently vested and exercisable options or warrants, subject to the same adjustments, escrows and contingent liabilities as such class of Common Stock. Each Dragged Holder hereby appoints the Dragging Holders and any designee thereof, each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution to vote or act by written consent with respect to all of such Dragged Holder’s shares of Common Stock which it has the Drag Along Shares right to vote (i) in accordance with this Section 3.5 and shall furnish such (ii) to sign its name (as a Stockholder) to any consent, certificate or other evidence document relating to the Company that the law of the completion State of Delaware may permit or require solely to fulfill the requirements of this Section 3.5. This proxy is given to secure the performance of the duties and time of completion obligations of such sale Dragged Holder under this Section 3.5. Each Dragged Holder affirms that the proxy granted hereunder is coupled with an interest and terms is irrevocable until termination of this Agreement, whereupon such proxy and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholderpower of attorney will automatically terminate. (e) The provisions In connection with the Drag-Along Sale, each Dragged Holder shall (i) agree to make, or agree to, customary representations and warranties regarding such Dragged Holder’s legal status and authority and ownership of this Section 6the Company Securities being Transferred and customary indemnities on a several but not joint basis regarding the same and (ii) not be required to agree to any non-competition, howevernon-solicitation or similar restrictive covenants other than confidentiality and employee non-solicitation or to indemnify or contribute any amount in excess of the total purchase price received by such Dragged Holder in any such Drag-Along Sale. (f) Each Dragged Holder shall bear a pro rata share of the fees and expenses incurred by the Company in connection with any Drag-Along Sale, in each case, based on the proceeds to be received by such Dragged Holder. To the extent any Dragged Holder is required to provide indemnification in connection with the Drag-Along Sale, the indemnification obligations of such Dragged Holder shall remain be (i) several and not joint, (ii) no less favorable to such Dragged Holder than that resulting from pro rata indemnification among all the Dragged Holders (other than with respect to indemnification arising from breaches of customary representations relating to such Dragged Holder’s ownership of Company Securities and authority) and the Dragging Holders based on the proceeds to be received by such Dragged Holder or Dragging Holder in effect for any subsequent proposed salethe Drag-Along Sale and (iii) limited to the aggregate proceeds received by such Dragged Holder in such Drag-Along Sale except in cases of fraud with respect to such customary representations relating to such Dragged Holder’s ownership of Company Securities and authority.

Drag Along Right. If one or more Partners (a"Drag-Along Sellers") If a Stockholder proposes ---------------- ------------------ propose to Transfer (and as a result of such Transfer, a change in beneficial ownership of Interests would result) in a sale consummated in a single Transfer or a series of related Transfers to any Purchaser a number single purchaser or a group of shares purchasers (which may include a Partner) ("Drag-Along Buyer") all but not less than all of Stock which represents at least ---------------- the Interests held by such Sellers, and such Interests, together with all other Interests owned by the Drag-Along Buyer and the Drag-Along Buyer's Affiliates (on a majority fully diluted basis) represent 65% or more of the then outstanding shares Interests, then such Drag-Along Sellers shall have the right ("Drag-Along ---------- Right"), but not the obligation, to cause each of Common Stock on a fully-diluted basis the other Partners (the "Transferred SharesOther ----- ----- Partners") thento tender to Drag-Along Buyer for purchase, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, same price and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on -------- the same terms and conditions as the sale apply to such Drag-Along Sellers (including, without limitation, indemnification obligations and escrow requirements, if any), all of the Transferred Shares Interests held by such Other Partners; provided, however, that the Drag-Along Sellers shall have the Drag- Along Right if and only if Advanta Partners LP has consented thereto if Advanta Partners LP is an Eligible Partner and RMH Teleservices, Inc. has consented thereto if RMH Teleservices, Inc. is an Eligible Partner. A determination by the Drag Drag-Along Seller. The Drag Sellers to exercise the Drag-Along Stockholder Rights shall only be required made based upon a written notice to give representations do so ("Drag-Along Notice") executed by the Drag-Along Sellers ----------------- and warranties as to its due organization, its due authorization and title delivered to the Drag Board and all Partners. Each Drag-Along Shares and Notice shall only be required to indemnify for breach of its own representations and warranties. set forth (ci) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale name of the Transferred Shares owned Drag-Along Buyer to which the Drag-Along Sellers propose to Transfer Interests, (ii) the address of the Drag-Along Buyer, (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the Drag Drag-Along Seller or Buyer, and any other material terms pertaining to the Drag Transfer ("Drag-Along Stockholder Buyer Terms") and (iv) that the Drag-Along Buyer ---------------------- has been informed of the rights provided in this Section 7.4 and has agreed to purchase Interests in accordance with the provisions of this Section 6 shall have been completed, the Drag terms hereof. The Drag-Along Sale Notice shall be terminated for purposes hereof. given at least thirty (d30) Simultaneously with days before settlement of the consummation proposed Transfer. Upon the giving of a Drag-Along Notice, each Other Partner shall be entitled and obligated to sell all of their Interests to Drag-Along Buyer on the Buyer Terms; neither the Sellers nor any Other Partner shall be obligated to consumate the sale of any Interests if the Transferred Shares Buyer does not purchase all Interests which the Partners are entitled to sell pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholderthereto. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. 13.3.1 Should the holders of more than fifty percent (a50%) If a Stockholder proposes of all Shares in the Company (collectively the “Selling Shareholder(s)”) propose in good faith to Transfer all of the Shares held by such Selling Shareholders or an Asset Sale to one or more bona fide arms-length third party purchaser(s) prior to the 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 Purchaser a number of shares of Stock which represents at least a majority of the outstanding shares of Common Stock on a fullyproposed Drag-diluted basis (the "Transferred Shares") then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") 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 sell do all reasonable acts (including actions at the General Meetings and at the meetings of the Board) so as to such Purchaser (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 Drag-Along Sale") a number of shares of Stock determined by Right sale, the Drag Along Seller up to Parties agree that the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required definitive agreements to be sold as Drag Along Shares exceeds entered into with the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance acquirer(s) shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other contain terms and conditions, if anysatisfactory to the Royalty Holders at their sole discretion, of such transaction. Pending consummation 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 Drag-Along SaleRight, the Drag Along Seller shall promptly notify each Drag Along Stockholder “Minority Owner(s)” means a Party owning less than 50 % of any changes all Shares in the proposed timing for Company and the Drag Along Sale and any other material developments “Majority Owner(s)” means a Party owning more than 50 % of all Shares in connection therewith. The Drag Along Sale the Company, however the Founders’ ownership shall be on calculated collectively. Accordingly, the same terms and conditions as Founders shall be the Majority Owners until the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Second Tranche Shares and thereafter the Financier shall only be required to indemnify for breach the Majority Owner. In case of its own representations and warranties. (c) If, within 15 days after the Drag Drag-Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completedRight sale, the Drag Along Sale Parties agree that the terms and conditions to be given in the definitive agreements shall be terminated for purposes hereof. (d) Simultaneously with the consummation same in respect of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditionsall sellers, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.except that:

Drag Along Right. At any time after the closing of the Second NAV CANADA Tranche Financing or at any time after NAV CANADA US Subsidiary delivers, or is deemed to have delivered, written notice to the Company indicating that it elects not to fund any subsequent NAV CANADA Financing prior to the closing of the Second NAV CANADA Tranche Financing, in the event the Members holding at least 85% of Interests (the “Drag Along Holders”) 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 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 cause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Drag Along Holders (in each case, the “Drag Along Buyer”) in a bona fide negotiated transaction (a “Drag Along Sale”), each of the Members, including any of its successors as contemplated herein, shall be obligated to and shall upon the written request of the Drag Along Holders: (a) If a Stockholder proposes sell, transfer and deliver, or cause to Transfer be sold, transferred and delivered, to any Purchaser a number of shares of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election of such holder or holders (a "Drag Along Seller")Buyer, each other Stockholder (each, a "its Interests on substantially the same terms applicable to the Drag Along Stockholder"Holders; and (b) shall be required to sell to execute and deliver such Purchaser (a "instruments of conveyance and transfer and take such other action, including voting such Interests in favor of any Drag Along Sale") a number of shares of Stock determined Sale proposed by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of Holders and executing any Drag Along Stockholder's Stock required to be sold purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Holders or the Drag Along SaleBuyer may reasonably require in order to carry out the terms and provisions of this Section 12.3, Drag provided that NAV CANADA US Subsidiary shall have the right to elect that NAV CANADA US Subsidiary Stockholder participate in the Drag-Along Seller, shall, at Sale by selling its sole expense, arrange for NAV CANADA US Subsidiary stock (and/or the delivery equity of any direct 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 fairness opinion transfer of NAV CANADA US Subsidiary’s Interests thereto, and the purchase price payable by an investment banking firm of nationally recognized standing acceptable the prospective buyer for such NAV CANADA US Subsidiary stock shall be equal to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm the price that the terms of would have been payable in the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to NAV CANADA US Subsidiary’s Interests. The obligations under this Section 12.3 shall terminate upon the Drag Along Shares and shall furnish such other evidence occurrence of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along StockholderCompany pursuant to Article 10. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder In the event that, at any time, Solera proposes to Transfer sell shares of Common Stock owned by it to any Purchaser a Proposed Purchaser, and the shares proposed to be sold, together with all shares of the Common Stock previously sold by Solera, would represent either (x) more than 66% of the aggregate number of shares of Stock which represents at least a majority Common Stock, on an as-converted basis, that Solera owned as of the date hereof, or (y) more than 51% of the outstanding shares of Common Stock of the Company, on a fullyan as-diluted basis (the "Transferred Shares") thenconverted basis, at the election time of such holder or holders proposed transaction, then Solera at its election may provide each Continuing Stockholder written notice (a "Drag “Drag-Along Seller"), each other Stockholder (each, a "Drag Along Stockholder"Sale Notice”) shall be required to sell to of such Purchaser proposed sale (a "Drag “Proposed Drag-Along Sale"”) a number of shares of Stock determined by and the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the material terms of the Drag Proposed Drag-Along Sale are fair as of the date of such Drag-Along Sale Notice. Each Continuing Stockholder shall be obligated to, and shall, sell, transfer and deliver, or cause to the Drag Along Stockholders from a financial point of viewbe sold, transferred and delivered to such Proposed Purchaser as set forth below. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares shares of Common Stock that each Continuing Stockholder shall be required to include in a Proposed Drag-Along Sale will be sold by the Drag Along Seller, product of (i) the number of shares to be sold of Common Stock then held by each Drag Along Stockholder, such Continuing Stockholder and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale(ii) a fraction, the Drag Along Seller numerator of which shall promptly notify each Drag Along Stockholder be the number of any changes shares of Common Stock which Solera proposes to sell in the proposed timing for the Drag Proposed Drag-Along Sale and any other material developments the denominator of which shall be the number of shares of Common Stock, on an as-converted basis, then held by Solera. (c) Shares of Common Stock will be included in connection therewith. The Drag a Proposed Drag-Along Sale shall be pursuant hereto and pursuant to any agreement with the Proposed Purchaser relating thereto, on the same terms and subject to the same conditions as applicable to the shares of the Common Stock which Solera proposes to sell in the Proposed Drag-Along Sale. Such terms and conditions shall include, without limitation, (i) the sale of the Transferred Shares consideration (which shall be reduced by the Drag fees and expenses incurred by Solera and the Company in connection with the Proposed Drag-Along Seller. The Drag Along Sale), and (ii) the provision of information, representations, warranties, covenants and requisite indemnifications; provided, however, that any representations and warranties relating specifically to any Stockholder shall only be required made by that Stockholder and any indemnification provided by the Stockholders shall be based on the number of shares of Common Stock being sold by each Stockholder in the Proposed Drag-Along Sale, either on a several, not joint, basis, or solely with recourse to give representations and warranties as an escrow established for the benefit of the Proposed Purchaser, contributions to its due organization, its due authorization and title which escrow shall be proportionate to the Drag Along Shares and shall only be required to indemnify for breach number of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale shares of the Transferred Shares owned Common Stock being sold by the Drag Along Seller or the Drag Along each Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Proposed Drag-Along Sale shall be terminated for purposes hereofSale. (d) Simultaneously Upon receiving a Drag-Along Sale Notice, each Continuing Stockholder will, if requested by Solera, execute and deliver a custody agreement and power of attorney in form and substance customary for such transactions (a “Custody Agreement and Power of Attorney”) with respect to the consummation shares of the sale of Common Stock which are to be included in the Transferred Shares Proposed Drag-Along Sale pursuant to this Section 6 4.1. The Custody Agreement and Power of Attorney will provide, among other things, that the Drag Along Seller shall cause Continuing Stockholders executing such Custody Agreement and Power of Attorney will deliver to and deposit in custody with the Purchaser custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Common Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Continuing Stockholder’s agent and attorney-in-fact with full power and authority to remit directly to the Drag Along Stockholder the consideration act under a custody agreement and power of attorney on behalf of such Continuing Stockholders with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholdermatters specified therein. (e) The Each Continuing Stockholder agrees that he or she will execute such other agreements as Solera may reasonably request in connection with the consummation of a Proposed Drag-Along Sale and the transactions contemplated thereby, including, without limitation, any purchase agreement, proxies, written consents in lieu of meetings or waiver of appraisal rights. (f) For the avoidance of doubt, the provisions of this Article IV shall not apply to any sales by Solera of any shares of Preferred Stock, which sales shall instead be governed by Section 6, however, shall remain in effect for any subsequent proposed sale4.2 hereof.

Drag Along Right. In the event that RN Stockholder (a) If a for so long as such Stockholder proposes to Transfer to any Purchaser a number of shares of Stock which represents owns at least a majority twenty-five percent (25%) of the then outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares"Voting Stock) then, at the election of such holder or holders (a "Drag Along Seller"), each other 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, a "Drag Along an “Original Stockholder"”) shall have jointly entered into an agreement with any Person (such Person, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, an Original Stockholder shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shallentitled, at its sole expenseoption, arrange to require each Stockholder holding less than ten percent (10%) 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 shall be exercised by written notice (the “Drag-Along Notice”) to the Drag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the Drag-Along Purchaser, the consideration offered for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag transferring Stockholder’s Voting Stock (the “Drag-Along Stockholder (which acceptance shall not be unreasonably withheld or delayedPrice”). Such fairness opinion shall confirm that , the terms of the Drag Drag-Along Sale are fair to the Drag Along Stockholders from a financial point of view. Purchaser’s financing (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of if any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Shareand if known), the number anticipated date of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation closing of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale Transfer and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by proposed Transfer (the Drag “Drag-Along SellerTerms”). The Drag Drag-Along Stockholder Party shall only be required obligated to give representations and warranties as to sell all of its due organization, its due authorization and title Voting Stock to the Drag Drag-Along Shares Purchaser on the Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage of ownership of Voting Stock then outstanding of the Drag-Along Party over the percentage of ownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-Along Price; provided, however, that the holders of shares of Preferred Stock shall only be required entitled to indemnify for breach 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 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 own representations Voting Stock, duly executed, free and warranties. (c) Ifclear of any Liens, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale against delivery of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder purchase price therefor. Each party shall bear its own expenses in accordance connection with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation of the sale of the Transferred Shares a Transfer pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder3.06. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder proposes at any time and from time to Transfer to any Purchaser a number time after the date of shares of Stock which represents at least this Agreement, Stockholders holding a majority of the outstanding shares of Common Stock on a fullyan as-diluted converted basis (the "Transferred Shares"“Majority Holders”) thenwish to (i) Transfer in a bona fide arms’ length sale all of their Capital Stock to any Person or Persons who are not Affiliates of the Company or the Majority Holders for consideration consisting of at least 80% cash or cash equivalents or readily marketable securities, at (ii) approve any merger of the election Company with or into any other Person who is not an Affiliate of the Company or the Majority Holders where each Stockholder receives its Proportionate Percentage of the aggregate consideration paid in such merger (appropriately adjusted to account for the redemption rights of the holder or holders (a "Drag Along Seller"of Series A Preferred Stock only in the event that the proposed sale price per share of Series A Preferred Stock is not more than the amount that the redemption price would be for such share of Series A Preferred Stock if redeemed on the date of sale), which consideration consists of at least 80% cash or cash equivalents or readily marketable securities, or (iii) approve any sale of all or substantially all of the Company’s assets for consideration consisting of at least 80% cash or cash equivalents or readily marketable securities to any Person or Persons who are not Affiliates of the Company or the Majority Holders (for purposes of this Section 2.7, such Person or Persons is referred to as the “Proposed Transferee”), the Majority Holders shall have the right (for purposes of Section 2.7, the “Drag-Along Right”) to (x) in the case of a Transfer of the type referred to in clause (i), require each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to the Proposed Transferee all of its Capital Stock (including any warrants or options or other rights to acquire Capital Stock) for an amount equal to such Purchaser (a "Drag Along Sale") a number other Stockholder’s Proportionate Percentage of shares of Stock determined by the Drag Along Seller up to the total number consideration proposed to be received by all Stockholders (appropriately adjusted to account for the redemption rights of shares the holder of Series A Preferred Stock only in the event that the proposed sale price per share of Series A Preferred Stock is not more than the amount that the redemption price would be for such share of Series A Preferred Stock if redeemed on the date of sale); or (y) in the case of a merger or sale of assets referred to in clauses (ii) or (iii), require each other Stockholder to vote all Capital Stock then held by such Drag Along other Stockholder (in favor of such transaction and to waive any dissenter or appraisal right such Stockholder may have under Applicable Law. Each Stockholder agrees to take all steps necessary to enable him or it to comply with the "Drag Along Shares"). If provisions of this Section 2.7 to facilitate the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery Majority Holders’ exercise of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Drag-Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of viewRight. (b) The Drag To exercise a Drag-Along Seller Right, the Majority Holders shall deliver to give each Drag Along Stockholder a written notice (the "Drag for purposes of this Section 2.7, a “Drag-Along Notice"”) of any sale to be made pursuant to Section 6.2(acontaining (1) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, name and the other terms and conditions, if any, of such transaction. Pending consummation address of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in Proposed Transferee and (2) the proposed timing for the Drag Along Sale purchase price, terms of payment and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as of the Proposed Transferee’s offer. Each Stockholder shall thereafter be obligated to sell or vote its Capital Stock (including any warrants or options or other rights to purchase Capital Stock held by such Stockholder), provided that the sale to the Proposed Transferee is consummated within ninety (90) days of delivery of the Transferred Shares by Drag-Along Notice. If the Drag Along Seller. The Drag Along sale or merger is not consummated within such ninety (90)-day period, then each Stockholder shall only no longer be required obligated to give representations and warranties as sell such Stockholder’s Capital Stock pursuant to its due organization, its due authorization and title that specific Drag-Along Right but shall remain subject to the Drag Along Shares and shall only be required to indemnify for breach provisions of its own representations and warrantiesthis Section 2.7. (c) IfEach Stockholder shall execute and deliver such instruments of conveyance and transfer and take such other action, within 15 days after including executing any purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents, as may be reasonably required by the Drag Along Seller provides Majority Holders or the Drag Along NoticeCompany in order to carry out the terms and provisions of this Section 2.7; provided, no sale however that such Stockholders shall not be required to make any representations and warranties or provide indemnification to the Proposed Transferee other than representations and warranties with respect to title to the Capital Stock being voted or sold and authority to vote or sell such Capital Stock and indemnities related to such representations and warranties. If the transaction is structured as a merger or consolidation, each Stockholder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with the proposed transaction. If any Stockholder fails or refuses to vote or sell his, her or its shares of Capital Stock as required by, or votes his, her or its shares of Capital Stock in contravention of, this Section 2.7, then such Stockholder hereby grants to the Secretary of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder Company an irrevocable proxy, coupled with an interest, to vote such shares in accordance with the provisions of this Section 6 shall have been completed2.7, and hereby appoints the Drag Along Sale shall be terminated for purposes hereofSecretary of the Company his, her or its attorney in fact, to sell such shares of Capital Stock in accordance with the provisions of this Section 2.7. (d) Simultaneously with Notwithstanding anything contained in this Section 2.7, in the consummation event that all or a portion of the purchase price consists of securities, and the sale of such securities to the Transferred Shares Stockholders would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to this Section 6 Regulation D under the Drag Along Seller shall cause Securities Act (or any successor regulation) or a similar provision of any state securities law, then, at the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence option of the completion and time Majority Holders, all of completion the Stockholders requiring delivery of such sale and terms and conditionsdisclosure statement may receive, if anyin lieu of such securities, thereof as may reasonably be requested by the Drag Along StockholderFair Market Value of such securities in cash. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) 13.1 If a Stockholder proposes to Transfer to any Purchaser a number of shares of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis Shareholder(s) (the "Transferred SharesDragging Shareholders") thenproposes to Transfer, at the election whether through a single transaction or a series of related transactions, such holder or holders number of Securities held by them which in aggregate would constitute a Change of Control (a "Drag Drag-Along SellerSale"), each the Dragging Shareholders may require all other Stockholder Shareholders (eachother than (i) the NIP Shareholders, a "Drag Along Stockholder"unless the Dragging Shareholders include all of the NIP Founder Holdcos; and (ii) shall be required to sell to such Purchaser (a "Drag Along Sale"the VE Financial Shareholders unless the Dragging Shareholders include all of the VE Founder Holdcos) a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Dragged Shareholders") to participate in such Drag-Along SharesSale in accordance with this Clause 13, provided that the Drag-Along Sale (including such price and terms thereof) has been approved as a Shareholders Reserved Matter following the Requisite Approvals and agreed to by all of the Founder Parties in writing. For the avoidance of doubt, the provisions under Clause 12 shall not apply to a Drag-Along Sale. 13.2 Within five (5) calendar days after entering into any binding agreement (in the form approved as a Shareholders Reserved Matter for purposes of the Drag-Along Sale) (the "Sale Agreement"). If , the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller Dragging Shareholders shall deliver to each Drag Along Stockholder a written notice (the "Drag Along Tag Notice") to all other Shareholders (the "Tag Holders") stating: (a) the name and address of any sale the proposed Qualified Third Party(ies) for the Drag-Along Sale (the "Tag Transferee"); (b) the number of Securities to be made pursuant Transferred; (c) the expected date of consummation of the proposed Drag-Along Sale; (d) a representation that the Tag Transferee has been informed of the Tag-Along Right; (e) a representation that no consideration is being provided to Section 6.2(a) above, which notice shall set forth any Dragging Shareholder that is not reflected in the consideration price to be paid to such Tag Holder (if it exercises the Tag-Along Right); and (f) a representation that the Tag Transferee is a Qualified Third Party. The Tag Notice shall be accompanied by true and complete copies of all agreements (including the Purchaser Sale Agreement) between the Dragging Shareholders and the Tag Transferee regarding the proposed Drag-Along Sale. For the avoidance of doubt, for each Transferred Sharethe purposes of this Clause 13, the number of Transferred Shares Shareholders who have a Tag-Along Right are the same Shareholders who may be subject to be sold by the Drag Notice. 13.3 The Dragging Shareholders may, within five (5) calendar days after the date of the Tag Notice, by delivering a notice in writing (a "Drag Notice") on each of the Dragged Shareholders, require each Dragged Shareholder to participate in the Drag-Along SellerSale by Transferring all of such Securities registered in the name of such Dragged Shareholder (the "Dragged Shares"), subject to the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, on the date of such transaction. Pending consummation completion of the Sale Agreement (which shall not be less than thirty (30) calendar days after the date of the Drag Notice) (the "Drag Completion Date") as stipulated in the Drag Notice. If the Drag-Along SaleSale contemplated in the Sale Agreement is not completed on or prior to the Drag Completion Date, the Drag Along Seller Notice shall promptly notify lapse. 13.4 The price for each Drag Along Stockholder of any changes Dragged Share shall: (a) be equal to the highest consideration offered for each Security in the proposed timing Company in the Sale Agreement; (b) be in the same form as that offered for each Security in the Company in the Sale Agreement; and (c) shall be paid at the same time as the consideration is payable under the Sale Agreement (or, if later, on the Drag Completion Date) and shall be subject to the same payment terms. 13.5 For the avoidance of doubt, all Dragged Shareholders' obligations under this Clause 13 to Transfer the Dragged Shares shall apply regardless of whether the Dragged Shares are of the same class or type of Securities of the Company which the Dragging Shareholders propose to Transfer, provided that, to the extent such a difference in class or type exists, the consideration payable to the Dragged Shareholders for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale Dragged Shares shall be calculated as if all Securities of the Company held by the applicable Dragging Shareholders and the Dragged Shareholders which will be subject to a Transfer under this Clause 13 (assuming the Dragging Shareholders exercise their drag-along rights in full) had been converted into Ordinary Shares on the date immediately prior to the date of the Drag Notice (to the extent not already in the form of Ordinary Shares) at the conversion price which would be applicable on such date had such conversion occurred on such date. 13.6 Any Transfer by a Dragged Shareholder shall be made on substantially the same terms and conditions as described in the sale of Sale Agreement. However, the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder Dragged Shareholders shall only not be required to give make any representation or warranty to the proposed Qualified Third Party(ies), other than as to good title to any Dragged Shares, absence of liens with respect to such Dragged Shares, customary representations and warranties as concerning the Dragged Shareholder's power and authority to its due organizationundertake the proposed Transfer and the validity and enforceability of the Dragged Shareholder's obligations in connection with it. If any or all Dragged Shareholders are required to provide any indemnity under the Sale Agreement, its due authorization each Dragged Shareholder's liability under such indemnity shall be several only and title limited in amount to the Drag Along Shares and shall only be required to indemnify for breach proportion of its own representations and warrantiesDragged Shares that bears to the total number of Dragged Shares that are the subject of the Sale Agreement. (c) If13.7 Clauses 13.1 to 13.6 shall not apply to the extent that the price, within 15 days after the Drag Along Seller provides the Drag Along Noticein cash or cash equivalents, no for each Dragged Share does not represent a Fair Market Value for an arm's length sale of the Transferred Shares owned as determined by the Drag Along Seller an Independent Valuer, or the Drag Along Stockholder is not in accordance with the provisions of cash or cash equivalents. 13.8 The obligations under this Section 6 shall have been completed, the Drag Along Sale Clause 13 shall be terminated for purposes hereof. (d) Simultaneously with upon the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along StockholderQualified IPO. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder proposes to Transfer to any Purchaser a number of shares of Stock which represents at least a majority Shareholders holding not less than 66.67% of the outstanding shares Common Shares (hereinafter in this Section 4.3 referred to as the “Selling Shareholder(s)”) propose to sell one hundred percent (100%) of their Common Stock on Shares to a fully-diluted basis person dealing at Arm’s Length to them (the "Transferred Shares"“Drag Purchaser”) thenfor all cash consideration, at the election such Selling Shareholder(s) may, by written notice delivered to the other Shareholders, (each a “Drag-Along Offeree”) accompanied by an irrevocable offer (the “Drag-Along Offer”) from the Drag Purchaser to each Drag-Along Offeree to purchase one hundred percent (100%) of the Shares owned by such holder or holders Drag-Along Offeree (a "Drag Along Seller"the “Dragged Securities”), each other Stockholder (each, a "Drag require the Drag-Along Stockholder") shall be required Offeree to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to Purchaser the total number of shares of Stock then held by such Drag Along Stockholder Dragged Securities at a purchase price (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as conditions) in respect of Shares which is the same purchase price per Share at which the Selling Shareholder(s) propose to sell their Shares to the Drag Purchaser. The Drag-Along Offer shall also include an irrevocable offer to purchase, to the extent then outstanding, the Shareholder Debt of each Drag-Along Offeree. The delivery by the Selling Shareholder(s) of an irrevocable Drag-Along Offer to a Drag-Along Offeree shall bind the Drag-Along Offeree to sell its Dragged Securities and Shareholder Debt. The date on which the sale of is to close and the Transferred Shares by other closing arrangements (which shall be the same, mutatis mutandis, as those for the purchase and sale between the Drag Purchaser and the Selling Shareholder(s)) shall be as specified in the Drag-Along SellerOffer. The Drag Purchaser shall be deemed to warrant to the Drag-Along Stockholder Offeree, and the Drag Purchaser shall only be required to give representations make in writing in its Drag-Along Offer a representation and warranties warranty that, no direct or indirect collateral benefit or supplementary consideration (whether or not in the nature of a tangible or intangible asset, money, property, security or other benefits or opportunities) has been or is to be paid or received by the Selling Shareholder(s), or any other Person not at Arm's Length with it, in connection with such Drag-Along Offer and that such Drag-Along Offer is not made as to its due organization, its due authorization part of or in connection with any other transaction. Any purchase and title to the Drag Along sale of Shares and Shareholder Debt pursuant to a transaction contemplated in this Section 4.3 shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder effected in accordance with the provisions terms of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereofAgreement. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. ‌ (a) If In the event that the buy-back as provided in Clause 8.5(a) is not completed within a Stockholder proposes to Transfer to period of 180 (one hundred and eighty) days from the expiry of the Extended Exit Period, then any Purchaser a number of shares of Stock which represents the Investors (for as long as they hold at least a majority 5% (five percent) of the outstanding shares Share Capital of Common Stock the Company, on a fully-diluted basis Fully Diluted Basis) (“Dragging Shareholder”), shall have the "Transferred Shares") thenright, at exercisable by written notice to the election of such holder or holders Company (a "“Drag Along Seller"Notice”), each other Stockholder (eachto require the carrying out of a Drag Sale, in a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock manner determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder Dragging Shareholder in conjunction with an offer received from a Third Party (the "“Drag Along Shares"). If the percentage Sale Purchaser”) (including by way of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage sale of Investment Securities of the Drag Along Seller's Stock to be sold to Purchaser Company, sale of Assets of the Company, or a merger or amalgamation), in a Drag Along Salethe manner set out in this Clause 8.6, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm provided that the terms of price (on a per Investment Security basis) payable to all the Shareholders who are being dragged (“Dragged Shareholder(s)”) and the Dragging Shareholder in the Drag Along Sale are fair is the same and is such that, unless such Dragged Shareholder consents to the Drag Along Stockholders from a financial point otherwise, such Dragged Shareholder receives an IRR of viewat least 15% (fifteen per cent) on its Aggregate Investor Investment (as defined in SCHEDULE V). (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice All Parties hereby agree that if they are a Dragged Shareholder, they shall: (the "Drag Along Notice"a) of any sale to be made pursuant to Section 6.2(a) aboveTransfer all (and not less than all, which notice shall set forth the consideration to be paid unless agreed otherwise by the Purchaser for each Transferred Share, Dragged Shareholder) the number Investment Securities of Transferred Shares the Company held by them to be sold by the Drag Along SellerSale Purchaser, in furtherance of a Drag Sale, provided that the number of shares price (on a per Investment Security basis) offered to the Dragged Shareholder shall be sold by each Drag Along Stockholder, the same as that offered to the Dragging Shareholder and in accordance with Clause 8.6 and the other terms and conditions, if any, of such transaction. Pending consummation of Dragging Shareholder Transfers all its Investment Securities to the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be Purchaser on the same terms and conditions and the same time as the sale Transfer by the Dragged Shareholders; (b) vote, as Shareholders of the Transferred Shares Company and as holders of Investment Securities, in favour of a Drag Sale; and (c) execute and deliver any and all agreements, certificates, deeds, instruments and other documents reasonably required in connection therewith and to take all other steps requested by the Dragging Shareholder to cause such Drag Along Seller. The Drag Along Stockholder shall only Sale to be required consummated, including, as appropriate, exercising their best efforts to give representations and warranties cause their respective nominee Directors to vote, as to its due organization, its due authorization and title Directors (subject to the fiduciary duties of such Directors), to approve the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesSale. (c) If, within 15 days after the Drag Along Seller provides Upon receipt of the Drag Along Notice, no sale the Company shall forthwith send such notice to all the Dragged Shareholders. A Drag Along Notice shall be revocable by the Dragging Shareholder by written notice to the Company at any time before the completion of the Transferred Shares owned by Drag Sale, and any such revocation shall not prohibit the Dragging Shareholders from serving a further Drag Along Notice subject to fresh compliance with the procedure laid down under this Clause 8.6. On receipt of the Drag Along Seller Notice, the Dragged Shareholders hereby agree and undertake not to, directly or indirectly, approach the Drag Along Stockholder Sale Purchaser to propose or negotiate any transaction in accordance with relation to the provisions securities or Assets of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereofCompany. (d) Simultaneously with The Company and the consummation of the sale of the Transferred Shares pursuant Promoter agree to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares provide such access and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof information as may reasonably be requested by the Drag Along StockholderSale Purchaser, co-operate in any due-diligence conducted by such Drag Sale Purchaser, and provide such (a) representations, warranties and related indemnities with respect to the operations of the Company as are customary for such transactions; and (b) covenant to not compete, as may be required by such Drag Sale Purchaser. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder Parent at any time proposes to Transfer sell or dispose of Shares representing more than 50% of the Shares then outstanding to any Purchaser a Person or Persons other than an Affiliate of Parent (such transferee Person or Persons are hereinafter referred to collectively as the Drag-Along Purchasers), Parent shall have the right (the Drag-Along Right) to require the Stockholder to sell or dispose to the Drag-Along Purchasers such number of shares of Stock which represents at least a majority of outstanding Shares owned by the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election of such holder or holders Stockholder determined in accordance with this Section 3.01 (a "Drag Drag-Along Seller"Disposition Transaction). Parent shall send a written notice (a Drag-Along Notice) to the Stockholder not less than 30 days prior to the date upon which such sale or disposition is scheduled to close. Each Drag-Along Notice shall (i) specify in reasonable detail all the terms and conditions upon which such sale or disposition is to occur and (ii) make reference to this Section 3.01 and state that the Stockholder is obligated to sell or dispose of its Drag-Along Shares (as defined below) pursuant to such sale. (b) In connection with any Drag- Along Disposition Transaction, each other (i the Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a or dispose of the number of shares remaining Shares (the Drag-Along Shares), requested by Parent; provided, however, that the percentage of Stock determined by the Drag Along Seller up to the total number of shares of Stock remaining Shares then held owned by the Stockholder represented by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Drag-Along Shares exceeds shall be equal to the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the total number of Transferred outstanding Shares then owned by Parent to be sold by Parent. Unless the Drag Along SellerStockholder agrees otherwise, the number Stockholder shall receive as consideration upon such sale or disposition for his Shares the same type of shares to be sold by each Drag Along Stockholder, consideration and the other terms same amount of consideration per share and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as are applicable to the sale of the Transferred Shares to be sold by the Drag Along SellerParent. The Drag Along Stockholder shall only be required agree to give the same covenants, representations and warranties as Parent agrees to its due organizationin connection with the proposed sale. To the extent the Stockholder is required to provide indemnification in connection with the Drag-Along Disposition Transaction, its due authorization the monetary indemnification obligations of the Stockholder shall be limited to the fair market value of the cash, property and other assets received by the Stockholder in such Drag-Along Disposition Transaction; provided, however, that this limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Stockholder (e.g., title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesbeing transferred). (c) If, within 15 days after the Drag Each of Parent and each Drag-Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 Purchaser shall have been completedthe right, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the in its sole discretion, at all times prior to consummation of the sale of the Transferred Shares pursuant proposed Drag-Along Disposition Transaction, to this Section 6 the Drag abandon or otherwise terminate such transaction, and neither Parent nor any Drag-Along Seller Purchaser shall cause the Purchaser to remit directly have any liability or obligation to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion thereto by virtue of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6abandonment or termination; provided, however, that the Company shall remain promptly pay to the Stockholder his reasonable out-of-pocket costs and expenses (if any) incurred in effect for any subsequent proposed saleconnection with the transaction through the date of abandonment or termination thereof.

Drag Along Right. (a) If a Stockholder proposes and to Transfer the extent the pre-emption right under section 17 is not duly exercised, the following shall apply: 18.1 A Selling Shareholder intending to sell all of its Shares to any Purchaser bona fide third party which must not be an Affiliate of such Selling Shareholder and must be dealing at arm’s length, shall be entitled to require the other Shareholder (“Drag-Along Shareholder”) to sell and transfer all of its Shares (“Dragged Shares”) on the same terms (“Drag-Along Right”) as the Selling Shareholder to the third party. 18.2 To exercise a number of shares of Stock which represents at least a majority Drag-Along Right, the Selling Shareholder shall request the sale and transfer of the outstanding shares of Common Stock on a fullyDragged Shares by the Drag-diluted basis Along Shareholder to the third party by written notice to the Drag-Along Shareholder no later than 30 Business Days following the Purchase Option being delivered to the Drag-Along Shareholder (the "Transferred Shares") then“Drag-Along Notice”). 18.3 Within 10 Business Days following the receipt of the Drag-Along Notice, at the election of such holder or holders (a "Drag Drag-Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") Shareholder shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up its Dragged Shares to the total number of shares of Stock then held by such Drag Along Stockholder third party (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (bi) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale Selling Shareholder sells its Shares to the third party but not on terms and conditions less favourable than set out in the Purchase Option and (ii) subject to the disposal of the Transferred its Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title Selling Shareholder to the Drag Along Shares third party, provided, however, that the liability of the Shareholders under such definitive agreements shall be several and shall only be required to indemnify for breach of its own representations not joint and warrantiesseveral. (c) If, within 15 days after 18.4 Each Shareholder undertakes to take all actions necessary for a sale to the Drag Along Seller provides third party following the Drag Along Notice, no sale exercise of the Transferred Shares owned by the Drag Drag-Along Seller or the Drag Along Stockholder in accordance with Right, according to the provisions of this Section 6 section. 18.5 The Selling Shareholder shall have a period of 10 Business Days from the date of the delivery of the Drag-Along Notice to consummate the sale and transfer on the terms and conditions set forth in the Drag-Along Notice, provided, however, that, if such sale and transfer is subject to governmental or regulatory consents, approvals or clearances (including expiration or termination of all applicable waiting periods under applicable law), such 10 Business Days period shall be extended until the expiration of 10 Business Days after all such consents, approvals or clearances (including expiration or termination of all applicable waiting periods under applicable law) have been completedreceived, but in no event later than nine months following the date of the delivery of the Drag-Along Notice. If the sale and transfer shall not have been consummated during such period, the Drag Selling Shareholder shall return to the Drag-Along Sale shall be terminated for purposes hereof. (d) Simultaneously with Shareholder any documents in the consummation possession of the Selling Shareholder executed by the Drag-Along Shareholder in connection with such proposed sale and transfer, and all the restrictions on transfers of the Transferred Shares pursuant to contained in this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration Agreement or otherwise applicable at such time with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably again be requested by the Drag Along Stockholderin effect. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder In the event that MayAir is the Transferring Shareholder which proposes to Transfer any Shares to any Purchaser a number the Proposed Transferee, and the Non-transferring Shareholder elects not to exercise its Right of shares of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election First Refusal pursuant to Clause 9.2 in respect of such holder or holders Transfer, and PROVIDED ALWAYS THAT the purchase price for the Drag-Along Shares (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder"as defined below) shall not be required less than the Deadlock Price for the Drag-Along Shares, MayAir shall be entitled to sell drag the Non-transferring Shareholder to participate in such Purchaser (a "Drag Along Sale") a number of shares of Stock determined Transfer and transfer all the Shares held by the Drag Along Seller up to Non-transferring Shareholder, simultaneously with the total number Shares of shares of Stock then held by such Drag Along Stockholder MayAir (the "Drag Drag-Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of viewProposed Transferee on terms and conditions that are no less favourable than those specified in the Transfer Notice. (b) The Drag MayAir may exercise its right under this Clause 9.4 ("Drag-Along Seller Right"), which is exercisable only if the purchase price for the Drag-Along Shares shall deliver to each Drag Along Stockholder not be less than the Deadlock Price, by providing a written notice (the "Drag Drag-Along Notice") to the Non-transferring Shareholder no later than thirty (30) Business Days from the date of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation expiry of the Drag ROFR Period ("Drag-Along SalePeriod"). Once issued, the Drag a Drag-Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale Notice shall be on irrevocable. MayAir shall exercise commercial reasonable efforts to procure the same terms and conditions as Proposed Transferee to purchase all the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Drag-Along Shares and the Transferring Shares. If the Proposed Transferee agrees to purchase the Drag-Along Shares and the Transferring Shares, then the Non-transferring Shareholder shall only be required comply with the Drag-Along Notice and cooperate and take all actions to indemnify for breach ensure that all things necessary to ensure the transfer of its own representations and warrantiesthe Drag-Along Shares are performed in an expeditious manner. If the Proposed Transferee declines to do so, then MayAir shall not Transfer any of the Transferring Shares to the Proposed Transferee. (c) If, within 15 days after The Non-transferring Shareholder hereby grants to MayAir an irrevocable power of attorney to execute and deliver in the Drag Along Seller provides the Drag Along Notice, no sale name and on behalf of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completedNon- transferring Shareholder all such agreements, the Drag Along Sale shall be terminated for purposes hereof. instruments and other documentation (d) Simultaneously with the consummation including any written consents of the sale Non-transferring Shareholder) as is required to Transfer the Drag-Along Shares held by such Non- transferring Shareholder to the Proposed Transferee. MayAir shall provide notice to the Non-transferring Shareholder that sets forth the circumstances in which such power of attorney was used immediately following the exercise of the Transferred Shares pursuant to this Section 6 the Drag Drag- Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof Right as may reasonably be requested by the Drag Along Stockholderset forth above. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If In the event that holders of Total Evercore Equity seek to sell 50% or more of the Total Evercore Equity to a Stockholder proposes to Transfer bona fide buyer which is not an Affiliate of the Company (a “Desired Sale”), such holders may provide, at least fifteen (15) Business Days prior to any Purchaser a number related shareholder vote or any transaction closing, written notice to the Investor or any of shares of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election its Permitted Transferees of such holder or holders (a "Drag Along Seller")intention, each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by describing in reasonable detail the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the price and general terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of viewDesired Sale. (b) The Drag Along Seller Upon receipt of such notice of a Desired Sale, the Investor and its Permitted Transferees shall deliver to each Drag Along Stockholder written notice (i) consent to, vote for and raise no objections against the "Drag Along Notice") of any sale to be made Desired Sale or the process pursuant to Section 6.2(awhich the Desired Sale was arranged, (ii) abovewaive any dissenters’, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, appraisal and the other terms and conditionssimilar rights, if any, with respect thereto and (iii) if the Desired Sale is a sale of such transaction. Pending consummation shares of Equity Securities, agree to sell a percentage of its Equity-Linked Securities (calculated on an as-converted basis) equal to the percentage of the Drag Along Total Evercore Equity to be sold in the Desired Sale, on the terms and conditions of the Desired Sale; provided that, in the event that the Investor no longer has the right to designate a Director for nomination for election to the Board at the time of receipt of notice of a Desired Sale, the Drag Along Seller Investor shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only not be required to give provide (A) any representations, warranties or indemnities other than with respect to itself, its Permitted Transferees and the Equity Securities held by it or its Permitted Transferees or (B) any joint and several obligation in connection with the Desired Sale (other than any obligation which is joint and several among the Investor and its Permitted Transferees); provided, further that, in the event the Investor has the right to designate a Director for nomination for election to the Board at the time of receipt of notice of a Desired Sale, the Investor’s indemnification obligations in connection with such Desired Sale shall not exceed fifty percent (50%) of the consideration received by the Investor and its Permitted Transferees in such Desired Sale (except that the foregoing fifty percent (50%) limitation shall not apply with respect to indemnification for breaches of representations, warranties or obligations that relate specifically to the Investor and/or its Permitted Transferees such as representations and warranties as to regarding the Investor’s and/or its due organization, its due authorization and Permitted Transferee’s title to the Drag Along Shares and shall only be required to indemnify for breach or ownership of its own representations and warrantiessecurities). (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder The Investor shall take all necessary and desirable actions in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously connection with the consummation of any Desired Sale including the sale execution of such agreements and instruments and taking other actions reasonably necessary to (A) cooperate with the purchaser in such Desired Sale to provide such access and information as may be reasonably requested by the purchaser, (B) provide, together with the holders of 50% or more of the Transferred Shares Total Evercore Equity, the representations, warranties, indemnities, covenants, conditions, escrow agreements, other provisions and agreements (in each case as limited by paragraph (b) above) relating to such Desired Sale as determined by the holders of 50% or more of the Total Evercore Equity (provided that the Investor and/or its Permitted Transferees shall not be liable for any obligations that relate specifically to a particular seller (other than the Investor and/or its Permitted Transferees) in such Desired Sale such as indemnification with respect to representations and warranties given by such seller regarding such seller’s title to or ownership of securities) and (C) effectuate the allocation and distribution of the aggregate consideration upon the Desired Sale as set forth below. At the closing of the Desired Sale, such Equity-Linked Securities to be transferred by the Investor in the Desired Sale shall be free and clear of any liens, claims or encumbrances (other than restrictions imposed pursuant to this Section 6 Agreement, the Drag Along Seller Restated Certificate of Incorporation, the Bylaws and applicable federal and state securities laws). In connection with any Desired Sale, the Investor shall cause the Purchaser to remit directly bear its own costs and its pro rata share of costs to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested extent incurred by the Drag Along Stockholderall sellers. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If one or more Selling Shareholders propose to transfer securities in the Company in a Stockholder proposes to Transfer to any Purchaser transaction that, if consummated, would constitute a number of shares of Stock which represents at least a majority of Change in Control, the outstanding shares of Common Stock on a fully-diluted basis Selling Shareholders will have the right (the "Transferred Shares"“Drag-Along Right”) then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell require you to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock tender for purchase any Shares then held by such Drag Along Stockholder (you for the "Drag Along Shares"). If same consideration as applies to the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage beneficial owners of the Drag Along Seller's Stock Company’s outstanding Shares. Any Shares purchased from you pursuant to this Section 10 shall be sold paid for at a price based upon and proportional to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange the price offered to the Selling Shareholders for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms their securities of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholdersame class, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on upon the same terms and conditions as such proposed transfer by the sale Selling Shareholders. (b) If the Selling Shareholders elect to exercise the Drag-Along Right, then they shall so notify you in writing (the “Drag-Along Notice”). The Drag-Along Notice shall set forth the name and address of the Transferred Shares proposed purchaser, the proposed amount and form of consideration and other Transfer Terms offered by the Drag Along Seller. The Drag Along Stockholder shall only proposed purchaser, the aggregate securities proposed to be required purchased by such purchaser, and the price applicable to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesyou. (c) If, All transfers of Shares pursuant to the Drag-Along Right shall be effected within 15 thirty (30) days after the Drag date of the Drag-Along Seller provides Notice. Upon the Drag receipt of a Drag-Along Notice, no sale of you shall be entitled and obligated to transfer your Shares to the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance proposed purchaser on terms consistent with the provisions of this Section 6 Transfer Terms; provided, however, that neither the Selling Shareholders nor you shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation of consummate the sale of any Shares or other securities in the Transferred Shares pursuant to this Section 6 Company if the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along proposed purchaser does not purchase all Shares and shall furnish such other evidence securities of the completion Company which the Selling Shareholders and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholderyou are entitled or obligated to transfer pursuant hereto. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If In the event that at any time prior to the date on which the Company's equity is Actively Publicly Traded, (i) Odyssey or any Odyssey Holder designated in writing by Odyssey propose to initiate a Stockholder proposes Company Sale pursuant to Transfer to the Company Sale Right contained in Section 16 hereof or (ii) there is a sale, lease, transfer, conveyance or other disposition (including, without limitation, any Purchaser a number merger or consolidation), in single transaction, of shares of Stock which represents at least a majority all or substantially all of the outstanding shares equity interests or assets of Common Stock on the Company and its Subsidiaries taken as a fully-diluted basis whole, which is approved by the Board pursuant to Section 4 hereof, Odyssey or any Odyssey Holder designated in writing by Odyssey, in the case of a transaction pursuant to clause (i) hereof or the "Transferred Shares"Company, in the case of a transaction pursuant to clause (ii) then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder hereof (each, a "Drag Along StockholderDRAG-ALONG INITIATOR"), may require (a "DRAG-ALONG RIGHT") all Stockholders, all Lucent Holders and all Finance Warrant Holders (collectively, "DRAG-ALONG HOLDERS") to participate in such transaction in accordance with the terms of this Section 9 (any transaction involving the exercise of such Drag-Along Right shall be required referred to as a "DRAG-ALONG SALE"). The Drag-Along Initiator shall provide the Stockholders, the Lucent Holders and the Finance Warrant Holders written notice (a "DRAG-ALONG NOTICE") of such Drag-Along Sale and the material terms thereof not less than 25 days prior to the proposed date of the Drag-Along Sale (the "DRAG-ALONG SALE DATE") and each of the Drag-Along Holders hereby agrees to sell to such Proposed Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then all Securities, Lucent Securities, Options or Convertible Securities held by such Drag Drag-Along Stockholder (Holder. No Drag-Along Holder shall exercise any dissenter's rights with respect to the "Drag Along Shares"). If the percentage consummation of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag such Drag-Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag On the Drag-Along Seller Sale Date, each Drag-Along Holder shall deliver a certificate or certificates for its Securities, duly endorsed for transfer with signatures guaranteed, to each Drag such Proposed Purchaser in the manner and at the address indicated in the Drag-Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation Notice against delivery of the Drag purchase price for such Securities, Options or Convertible Securities. The provisions of this Section 9 shall apply regardless of the form of consideration in the Drag-Along Sale. (c) Securities, the Drag Options or Convertible Securities subject to a Drag-Along Seller shall promptly notify each Drag Along Stockholder of any changes Right will be included in the proposed timing for the Drag a Drag-Along Sale pursuant hereto and to any other material developments in connection therewith. The Drag Along Sale shall be agreements with the Proposed Purchaser relating thereto, on the same terms and subject to the same conditions as the sale applicable to holders of the Transferred Shares same type of securities included in the Drag-Along Sale. Such terms and conditions shall include, without limitation, the consideration; the payment of fees, commissions and expenses; the provision of, and representation and warranty as to, information requested of the Drag-Along Initiators; and the provision of requisite indemnifications; PROVIDED, HOWEVER, that any indemnification provided by the Drag Drag-Along SellerHolders shall (i) be determined pro rata in proportion with the aggregate number of Securities to be sold in the Drag-Along Sale and (ii) not be structured in a way so as to require additional contributions from the Drag-Along Holders. (d) Each of the Drag-Along Holders will, if requested by the Drag-Along Initiators, execute and deliver a Custody Agreement and Power of Attorney in form and substance satisfactory to Drag-Along Initiators with respect to the Securities, Options or Convertible Securities which are to be included in the Drag-Along Sale pursuant hereto. The Drag Custody Agreement and Power of Attorney will provide that the Drag-Along Stockholder Holder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Securities, Options or Convertible Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Drag-Along Holders's agent and attorney-in-fact with full power and authority to act under a custody agreement and power of attorney on behalf of the such Drag-Along Holder with respect to the matters specified herein. (e) Each Drag-Along Holder agrees that he or she will execute such other agreements as Drag-Along Initiators or the Proposed Purchaser may reasonably request in connection with the consummation of a Drag-Along Sale and the transactions contemplated thereby; provided, however, that ▇▇▇▇ shall only not be required to give representations and warranties as to its due organization, its due authorization and title make any modification to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties▇▇▇▇ Agreements. (cf) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with In order to effect the provisions of this Section 6 shall have been completed9, each Drag-Along Holder hereby irrevocably constitutes and appoints: Odyssey, in the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with case of a transaction specified in Section 9(a)(i); or the consummation Board, in case of the sale of the Transferred Shares pursuant to this a transaction specified in Section 6 the Drag Along Seller shall cause the Purchaser to remit directly 9(a)(ii), as attorney and proxy, with, subject to the Drag Along Stockholder consent of Odyssey or the consideration Company, as applicable, full power of substitution, to receive all notices, and to represent, vote and consent, with respect to all Securities, Options or Convertible Securities held by such Drag-Along Holder, in such manner as said proxies may, in the Drag exercise of their sole and absolute discretion, determine, and without any prior notice to such Drag-Along Shares Holder (provision of such notice concurrently or promptly after the taking of any such action being deemed sufficient for all purposes and shall furnish any requirement for prior notice being expressly waived by such other evidence Drag-Along Holder), whether or not said representation, vote or consent benefits the interests of any of said proxies, but only with respect to any and all of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of matters specified in this Section 6, however, shall remain in effect for any subsequent proposed sale9.

Drag Along Right. (a) If a Stockholder proposes Subject to Transfer to any Purchaser a number of shares of Stock which represents at least Section 3.2 and Section 3.4, if Investors with a majority of the outstanding shares of Common Stock on a fully-diluted basis Investor Percentage Interest (the "Transferred Shares"“Dragging Investors”) then, at the election propose to consummate a Liquidity Event involving a third party that is not an Investor or Affiliate of such holder or holders an Investor (a "“Drag Third Party Purchaser”) in exchange for cash and/or freely transferable and marketable Securities (such a transaction, a “Drag-Along Seller"Sale”), then such Dragging Investors shall have the right to require each other Stockholder (each, a "Drag Along Stockholder") shall be required Investor and each Management Equity Holder to sell to include its Common Shares in such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Drag-Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred and/or vote its Common Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and take any other material developments actions in connection therewith. The Drag Along Sale shall be furtherance thereof on the same terms and conditions as applicable to the sale 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 Transferred Shares Investors and the Management Equity Holders. Such right shall be exercisable by written notice (a “Buyout Notice”) given to each Investor and Management Equity Holder other than the Dragging Investors that shall state (i) that such Dragging Investors propose to effect the Drag-Along Sale to such Drag Third Party Purchaser, (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 shall include a copy of any definitive agreements in connection with such Drag-Along SellerSale. The Drag Along Stockholder Each such Investor and Management Equity Holder agrees that, upon receipt of a Buyout Notice, such Investor or Management Equity Holder shall only be required obligated to give representations sell all of its Common Shares for the purchase price set forth in the Buyout Notice (on the same price and warranties as with the same (but proportionate) amount of consideration or choice of consideration given to its due organization, its due authorization all other Investors) and title on the other terms and subject to the Drag conditions of such transaction (and otherwise take all reasonably necessary action to cause consummation of the proposed transaction). (b) Notwithstanding the foregoing, the Dragging Investors may only require the consummation of an Drag-Along Sale following the delivery of a Buyout Notice if such Drag-Along Sale would result in the receipt of gross aggregate consideration in respect of the Common Shares and shall only be required pursuant to indemnify for breach the Drag-Along Sale (taking into account all prior dividends in respect of its own representations and warranties.such Common Shares) sufficient to achieve, in the aggregate with respect to the Common Shares: (i) prior to the second anniversary of the date hereof, a MOIC of at least [ ]x; (ii) on or after the second anniversary of the date hereof but prior to the fourth anniversary of the date hereof, a MOIC of at least [ ]x; and (iii) following the fourth anniversary of the date hereof, a MOIC of at least [ ]x. (c) IfThe closing of any Drag-Along Sale pursuant to this Section 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 15 180 days after the Drag date the Buyout Notice is delivered to the Investors; provided, that such 180-day 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 Seller provides Sale (the “Drag-Along Outside Date”). Consummation of the Transfer of Common Shares by any Investor or Management Equity Holder to the Drag Third Party Purchaser in a Drag-Along Notice, no sale Sale (i) shall be conditioned upon consummation of the Transfer by each Dragging Investor to such Drag Third Party Purchaser of the Common Shares proposed to be Transferred Shares owned by the Drag Along Seller Dragging Investor and (ii) may be effected by a Transfer of such Common Shares or the Drag Along Stockholder in accordance merger, consolidation, recapitalization or other combination of the Company with the provisions of this Section 6 shall have been completed, or into the Drag Third Party Purchaser or any of its Affiliates, in one or a series of related transactions. If the proposed Transfer with respect to the applicable Common Shares subject to the Buyout Notice does not meet the requirements of Section 3.3(a) prior to the Drag-Along Sale Outside Date, such Dragging Investors shall be terminated for purposes hereofdeemed 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. (d) Simultaneously In connection with any Transfer pursuant to a Buyout Notice, each Investor and Management Equity Holder 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 consummation 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 and Management Equity Holder shall be obligated to make only individual representations and warranties with respect to its title to and ownership of the sale applicable Common Shares, authorization, execution and delivery of relevant documents, enforceability of such documents against such Investor or Management Equity Holder, and other matters relating to such Investor or Management Equity Holder, but not with respect to any of the Transferred foregoing with respect to any other Investors or Management Equity Holders or their Common Shares pursuant to this Section 6 or the Drag Along Seller shall cause Company and its Subsidiaries; provided, further, that all representations and warranties in the Purchaser to remit directly to the Drag Along Stockholder the consideration applicable transaction agreement with respect to the Drag Along Shares Company and its Subsidiaries shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested made by the Drag Dragging Investors or the Company and the other Investors and Management Equity Holders 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 and Management Equity Holders, in each case, in an amount not to exceed the aggregate proceeds received by such Investors; provided, further, that in no event shall any Investor be required to enter into a non-compete, non-solicit or other similar restrictive covenant and no Management Equity Holder shall be required to enter into a non-compete, non-solicit or other similar restrictive covenant that is more restrictive than any such existing arrangement between the Management Equity Holder and the Company or any of its Subsidiaries. Any transaction costs, including legal, accounting and investment banking fees and expenses incurred in connection with a Drag-Along Stockholder. Sale and for the benefit of all Investors and Management Equity Holders (e) The provisions it being understood that costs incurred by or on behalf of this Section 6, howeveran Investor or Management Equity Holder for its sole benefit shall not be considered to be for the benefit of all Investors and Management Equity Holders), shall remain in effect for any subsequent proposed salebe paid or reimbursed by the Company or the Drag Third Party Purchaser.

Drag Along Right. 5.1 In addition to serving a Disposal Notice pursuant to Clause 4.1 above, CME ME shall have the right (asubject to Clause 5.4 below) If a Stockholder proposes to Transfer require Top Tone Holdings to any sell its Ownership Interest in CME Bulgaria to the Purchaser a number of shares of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by price per share and otherwise on the Drag Along Seller up to terms and conditions specified in the total number of shares of Stock then held by such Drag Along Stockholder Disposal Notice (the "Drag Along SharesRight"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of CME ME may exercise the Drag Along Seller's Stock to be sold to Purchaser in Right by delivering a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice stating the exercise of such right to Top Tone Holdings concurrently with or within the Disposal Notice (the "Drag Along Notice") ). 5.2 Once delivered, such Drag Along Notice shall be irrevocable. However, a Drag Along Notice shall lapse if, for any reason, CME ME has not sold its Ownership Interest by the transaction date set out in the Disposal Notice. CME ME may serve further Drag Along Notices following the lapse of any sale particular Drag Along Notice and Top Tone Holdings shall be obligated to deliver and sell its Ownership Interest pursuant thereto and on the terms thereof. 5.3 The Ownership Interest of Top Tone Holdings sold under this Clause 5 shall be made pursuant to Section 6.2(a) abovesold at the price per share and otherwise on the terms and conditions specified in, which notice shall set forth and concurrently with the consideration to be paid by the Purchaser for each Transferred Shareproposed transaction described in, the number of Transferred Shares to be sold by Disposal Notice. 5.4 In the event that CME ME so exercises the Drag Along SellerRight and that the Purchaser wishes to purchase some but not all of the Ownership Interests offered by CME ME and Top Tone Holdings, each of CME ME and Top Tone Holdings shall be entitled to sell to the number Purchaser such portion of shares their respective Ownership Interests pro rata to be sold the entire Ownership Interest in CME Bulgaria that are offered by each Drag Along Stockholder, CME ME and Top Tone Holdings in connection herewith. 5.5 In the other terms and conditions, if any, of such transaction. Pending consummation of event that the Drag Along SaleNotice is delivered prior to the first anniversary of Closing, Top Tone Holdings may exercise the Drag Along Seller Share Option at the applicable Share Option Price and the Ownership Interests acquired as a result thereof shall promptly notify each Drag Along Stockholder of any changes be included in the proposed timing for the Drag Along Sale and any other material developments Ownership Interests referred to in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesthis Clause 5. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder proposes to Transfer to any Purchaser a number of shares of Stock which represents If, one or more Shareholders (including at least a majority one Shareholder other than Profusa) holding, individually or collectively, no less than fifty percent (50%) of the outstanding shares Shares of Common Stock the Company (on a fully-diluted basis and as-converted basis) (the "Transferred Shares"“Dragging Shareholder(s)”) thenpropose(s) a Transfer of the Company, whether structured as a merger, reorganization, sale of assets, sale of stock, sale of control of the Company, or otherwise, to a proposed transferee, including a Competitor of the Company (the “Proposed Transfer”), such Dragging Shareholder(s) shall have the right (but not the obligation) to require each other Shareholder (the “Dragged Shareholder(s)”), at the election of such holder or holders least fifteen (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder"15) shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up days prior to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms proposed closing of the Drag Along Sale are fair to the Drag Along Stockholders from (as defined below), by delivering a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "“Drag Along Notice"”) to each Dragged Shareholder, to sell all (and not less than all) of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred its Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the Company to the proposed timing for transferee at the Drag Along Sale same price and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as agreed between the sale of Dragging Shareholder(s) and the Transferred Shares by proposed transferee (the “Drag Along Seller. Sale”). (b) The Drag Drag-Along Stockholder Notice shall only be required state that the Dragging Shareholder(s) wish(es) to give representations and warranties as to exercise its due organization, its due authorization and title drag along right under this Section 5.2 with respect to the Drag Along Shares Sale and shall only also set forth the material terms and conditions of the Drag Along Sale, including (i) the consideration to be received in the Drag Along Sale, the price per Share or the formula by which such price is to be determined; and (ii) the identity of the proposed transferee. Each Dragged Shareholder shall execute and deliver all necessary documents and take all necessary actions to complete the Drag Along Sale within thirty (30) days after the Dragging Shareholder(s) deliver(s) the Drag Along Notice to each Dragged Shareholder, unless a longer period of time is otherwise required due to indemnify for breach of its own representations applicable Consent from any Government Entity in connection with the Drag Along Sale or as may be otherwise agreed between the Shareholders and warrantiesthe proposed transferee. (c) IfEach Dragged Shareholder agrees, (1) to waive any dissenter’s and appraisal rights that it be entitled under Applicable Laws or otherwise; (2) to give the proposed transferee indemnities on a full basis with respect to matters solely relating to such Dragged Shareholder or covenants made by such Dragged Shareholder, within 15 days after provided that the Dragged Shareholder shall be entitled to liability limitations that are no less favorable than those enjoyed by the Dragging Shareholder(s) (on a pro rata basis based upon the proceeds such Dragged Shareholder receives in the Drag Along Seller provides Sale); (3) to join the Dragging Shareholder(s), severally but not jointly, on a pro rata basis (based upon the proceeds such Dragged Shareholder receives in the Drag Along NoticeSale), no sale of and make to the Transferred Shares owned proposed transferee the same representations and warranties relating to the Company and its subsidiaries, provided that each Shareholder's aggregate liabilities with respect to such representations and warranties shall only be up to the proceeds received by such Shareholder in connection with the Drag Along Seller Sale; and (4) to make to the proposed transferee representations and warranties with respect to itself or with respect to matters solely under such Dragged Shareholder’s control (including those regarding title to and ownership of Shares, due authorization, enforceability, and no conflicts); provided that the Dragged Shareholder shall be entitled to liability limitations that are no less favorable than those enjoyed by Dragging Shareholder(s) (on a pro rata basis based upon the proceeds such Dragged Shareholder receives in the Drag Along Stockholder Sale). (d) If the Drag Along Sale is not consummated within sixty (60) days following the date of the Drag Along Notice issued by the Dragging Shareholder(s) (as may be extended due to applicable Consent from any Government Entity in accordance connection with the provisions of this Section 6 shall have been completedDrag Along Sale), the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with once again become subject to the consummation of the sale of the Transferred Shares pursuant to procedures set forth under this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder5.2. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If After the Closing Date, if the Stockholder Majority elect to effect a Company Sale, then such Stockholder proposes to Transfer to any Purchaser Majority (the Stockholder Majority in its capacity as such under this Section 5.1(a), the “Drag-Along Representative”) may (but shall not have an obligation to) notify the other Stockholders not included in such Stockholder Majority (each a number of shares of Stock which represents “Drag-Along Party”) in writing (the “Drag-Along Notice”) at least a majority fifteen (15) Business Days prior to the consummation of such Company Sale (the “Drag-Along Transaction”). The Drag-Along Notice shall specify the identity of the outstanding shares prospective parties involved in the Drag-Along Transaction, a reasonable summary of Common Stock on the material terms and conditions of the Drag-Along Transaction and a fully-diluted basis copy of any form of agreement proposed to be executed in connection therewith (the "Transferred Shares") then, but only if available at the election of such holder or holders (a "Drag time the Drag-Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"Notice is delivered). If the percentage of Drag-Along Representative delivers such Drag-Along Notice: (A) the Drag-Along Party shall be deemed to approve the proposed Drag-Along Transaction, (B) to the extent any Drag vote or consent to the Drag-Along Stockholder's Stock required to be sold as Drag Transaction is required, the Drag-Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange Party shall vote for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable and consent to such Drag Drag-Along Stockholder Transaction (including on behalf of all of its Equity Securities and on behalf of all Equity Securities with respect to which acceptance the Drag-Along Party has the power to direct the voting thereof) and shall not be unreasonably withheld waive any dissenter’s rights, appraisal rights or delayed). Such fairness opinion shall confirm that similar rights which the terms of the Drag Drag-Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments Party may have in connection therewith. The Drag , (C) no Drag-Along Sale Party shall be raise any objections to the proposed Drag-Along Transaction, (D) the Drag-Along Party shall agree to sell its Drag-Along Pro Rata Share of each class of Equity Securities being sold in such Drag-Along Transaction (or such lesser number of Equity Securities if so designated by the Drag-Along Representative in the Drag-Along Notice) on the same terms and conditions as the Stockholder Majority, subject to clause (F) below and Section 5.1, (E) the Drag-Along Party shall execute all documents reasonably required to effectuate such Drag-Along Transaction, as determined by the Drag-Along Representative in good faith, (F) the Drag-Along Party shall be obligated to provide the same representations, warranties, covenants, agreements, indemnities (on a pro rata basis (but not a joint and several basis); provided that the aggregate liability (including any indemnification obligation) of the Drag-Along Party in the Drag-Along Transaction shall not exceed the consideration received by the Drag-Along Party for the sale of its Equity Securities in such transaction, other than in the Transferred Shares case of fraud, intentional misrepresentation or willful misconduct on the part of the Drag-Along Party) and other obligations that the Drag-Along Representative agrees to provide in connection with such Drag-Along Transaction (other than any such obligations that relate specifically to a particular holder of Equity Securities, such as indemnification with respect to representations and warranties given by such holder regarding such holder’s title to and ownership of such Person’s Equity Securities, which shall be solely the responsibility of such holder), and (G) each Drag-Along Party shall take all other actions reasonably necessary or desirable, as reasonably determined by the Drag Drag-Along SellerRepresentative, to cause the consummation of such Drag-Along Transaction on the terms proposed by the Drag-Along Representative (including, in connection with a Drag-Along Transaction involving a sale of all or substantially all of the assets of the Company and its Subsidiaries, causing the Company and its Subsidiaries to enter into such agreements and arrangements with the applicable third party purchaser of such assets in connection with such Company Sale in a form and on terms and conditions reasonably acceptable to the Drag-Along Representative consistent with the foregoing). The Drag Notwithstanding the foregoing, except with respect to any Drag-Along Party that is an employee of the Company or any of its Subsidiaries, no Drag-Along Party shall be required to execute agreements in connection with any Drag-Along Transaction containing non-competition, non-solicitation, no-hire and/or and confidentiality provisions which are more restrictive than those entered into by the Stockholders constituting the Stockholder Majority exercising its rights under this Section 5.1; provided that with respect to any Drag-Along Party that is an employee of the Company or any of its Subsidiaries, such Drag-Along Party shall only be required to give representations execute agreements in connection with any Drag-Along Transaction containing non-competition, non-solicitation, no-hire and/or and warranties as to its due organization, its due authorization and title confidentiality provisions to the Drag extent that such provisions are reasonable and customary, in light of the circumstances of the Drag-Along Shares Transaction. As used herein, “Drag-Along Pro Rata Share” of the Drag-Along Party means the number derived by multiplying (x) the total number of Equity Securities of such class held by the Drag-Along Party, by (y) a fraction, the numerator of which is the total number of Equity Securities of such class to be sold by the Stockholder Majority triggering this Section 5.1 in the Drag-Along Transaction and the denominator of which is the total number of the then outstanding Equity Securities of such class held by such Stockholder Majority. (b) The obligations of the Drag-Along Party with respect to the proposed Drag-Along Transaction are subject to the condition that upon the consummation of the Drag-Along Transaction, the Drag-Along Party, to the extent entitled thereto based on the Equity Securities held thereby, shall only be required to indemnify for breach receive the same form of its own representations and warrantiesconsideration as the Stockholder Majority triggering this Section 5.1 (less any applicable taxes or withholding obligations). (c) IfIf requested by the Drag-Along Representative, within 15 days after at least five (5) Business Days prior to the Drag consummation of a Drag-Along Seller provides Transaction, the Drag Drag-Along Notice, no sale Parties shall deliver to the Company to hold in escrow pending transfer of the Transferred Shares owned consideration therefor, the duly endorsed certificate or certificates representing the Equity Securities held by the Drag Drag-Along Seller Party to be sold, and a stock power and limited power-of-attorney authorizing the Drag-Along Representative to take all actions reasonably necessary to sell or otherwise dispose of such Equity Securities. In the event that a Drag-Along Party should fail to deliver such Equity Securities (or the Drag Along Stockholder in accordance with certificates evidencing such Equity Securities), the Company shall cause the books and records of the Company to show that such Equity Securities are bound by the provisions of this Section 6 shall have been completed, 5.1 and that such Equity Securities may be Transferred to the Drag purchaser in such Drag-Along Sale shall be terminated for purposes hereofTransaction. (d) Simultaneously with If a proposed Drag-Along Transaction is consummated, then each Drag-Along Party shall bear its pro rata share (based upon the consummation relative aggregate amounts of consideration received by such Drag-Along Party as compared to the aggregate amounts received by the other Stockholders participating in such Drag-Along Transaction) of all costs of sale of the Transferred Shares Equity Securities pursuant to this Section 6 the Drag such Drag-Along Seller shall cause the Purchaser to remit directly Transaction to the Drag extent such costs are not otherwise paid by the Company or the acquiring party. Costs incurred by any Drag-Along Stockholder the consideration Party in connection with respect to the Drag a Drag-Along Shares and Transaction shall furnish such other evidence not be considered costs of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Drag-Along StockholderTransaction hereunder. (e) The provisions Whenever more than one (1) class of Equity Securities is outstanding, the Board shall make all determinations of pro rata shares rights and obligations under this Section 5.1 reasonably and in good faith. (f) Without limiting anything contained in this Agreement (including this Section 5.1), (i) any Company Sale may be structured as an auction and may be initiated by the delivery to the Company of a written notice that the Stockholder Majority triggering this Section 5.1 has elected to initiate an auction sale procedure, (ii) the Drag-Along Representative, on behalf of such Stockholder Majority, shall be entitled to take all steps reasonably necessary to carry out an auction of the Company, including selecting an investment bank, providing confidential information, selecting the winning bidder and negotiating the requisite documentation, and (iii) the Company and each Stockholder (whether a Drag-Along Party or otherwise) shall provide reasonable assistance with respect to these actions as reasonably requested by the Drag-Along Representative in connection therewith. (g) Each Stockholder acknowledges that even if a Drag-Along Notice has been given, none of the Stockholder Majority triggering this Section 5.1, the Drag-Along Representative or the Company shall have any obligation to consummate any Drag-Along Transaction or shall have any liability to any Stockholder arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any such Drag-Along Transaction, except to the extent of any failure to comply with any express provision of this Section 6, however, shall remain in effect for any subsequent proposed sale5.1.

Drag Along Right. (a) If a Stockholder proposes Subject to the provisions of Section 2.5, following the sixth anniversary of the Closing Date and so long as the Company has not completed an IPO, if the CD&R Investors, on the one hand, or the KKR. Investors, on the other hand (as applicable, the “Initiating Stockholder”), desire to Transfer to any Purchaser a number of shares of Common Stock which represents at least to a majority non-Affiliate of such Investor, in a single transaction or series of related transactions (other than Transfers pursuant to the Registration Rights Agreement or Transfers to any Permitted Transferees of the outstanding shares Initiating Stockholder) such that the transaction would result in a Change of Common Stock on a fully-diluted basis Control (the "Transferred Shares"taking into account all interests being “dragged”) then, at the election of such holder or holders (a "“Drag Along Seller"Transaction”), then if requested by the Initiating Stockholder each other Stockholder (each, together with its Affiliates) (a "Drag Along “Selling Stockholder"”) shall be required to sell to such Purchaser (a "Drag Along Sale") a number the same proportion of shares of its Common Stock determined as is being Transferred by the Drag Along Seller up to Initiating Stockholder of the total number of shares of Common Stock then held by it in such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser Transaction in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of viewaccordance with this Section 3.5. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale consideration to be made pursuant received by a Selling Stockholder shall be the same form and amount of consideration per share to Section 6.2(a) abovebe received by the Initiating Stockholder, and the terms and conditions of such Drag Transaction shall be the same as those upon which notice shall set forth the Initiating Stockholder sells its Equity Securities; provided that, without the consent of the Selling Stockholder, the consideration to be paid received by such Selling Stockholder shall consist solely of cash. In connection with the Drag Transaction, the Selling Stockholder will agree to make or agree to the same customary representations, covenants, indemnities and agreements as the Initiating Stockholder 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 (i) any general indemnity given by the Purchaser for each Transferred ShareInitiating Stockholder, applicable to liabilities not specific to the number of Transferred Shares Initiating Stockholder, to the purchaser in connection with such sale shall be sold by apportioned among the Drag Along Seller, Selling Stockholders according to the number of shares to be sold consideration received by each Drag Along Selling Stockholder and shall not exceed such Selling Stockholder, 's proceeds from the sale and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along (ii) any representation relating specifically to a Selling Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms made only by that Selling Stockholder and conditions as the sale of the Transferred Shares provided, further, that any representation made by the Drag Along Seller. The Drag Along a Selling Stockholder shall relate only be required to give representations such Selling Stockholder and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesEquity Securities. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with Subject to the provisions of this Section 6 shall have been completed2.5, the in connection with any Drag Along Sale Transaction, each Selling Stockholder shall be terminated for purposes hereofrequired to vote, if required by this Agreement or otherwise, its shares of Common Stock in favor of such Drag Transaction at any meeting of the Company's stockholders called to vote on or approve such Drag Transaction and/or to consent in writing to such Drag Transaction, to use its reasonable best efforts to cause any individuals designated by such Selling Stockholder to serve on the Board to vote in favor of such Drag Transaction at any meeting of the Board called to vote on or approve such Drag Transaction and/or to consent in writing to such Drag Transaction, and to waive all dissenters' or appraisal rights, if any, in connection with such Drag Transaction. (d) Simultaneously The fees and expenses, other than those payable to any Stockholder or any of their respective Affiliates, incurred in connection with a Drag Transaction under this Section 3.5 and for the 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 benefit of all Stockholders), to 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; provided that no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the sale of the Transferred Shares Drag Transaction consummated pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions3.5 (excluding modest expenditures for postage, if anycopies, thereof as may reasonably be requested by the Drag Along Stockholderetc.). (e) The Initiating Stockholder 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 Sale Notice will include the material terms and conditions of the Drag Transaction, including (i) the name and address of the proposed transferee, (ii) the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Initiating Stockholder will provide such information, to the extent reasonably available to the Initiating Stockholder, relating to such non-cash consideration as the Selling Stockholders may reasonably request in order to evaluate such non-cash consideration, provided, however that the provision of such information (or lack thereof) shall not require a Selling Stockholder to accept such non-cash consideration without its prior consent) and (iii) the proposed Transfer date, if known. The Initiating Stockholder will deliver or cause to be delivered to each Selling Stockholder copies of all transaction documents relating to the Drag Transaction promptly as the same become available. (f) If any holders of Equity Securities of any class are given an option as to the form and amount of consideration to be received, all holders of Equity Securities of such class will be given the same option. (g) At least five Business Days prior to the consummation of the Drag Transaction, each Selling 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 stock power and limited power-of-attorney authorizing the Company to take all actions necessary to sell or otherwise dispose of such securities. In the event that a Selling Stockholder should fail to deliver the Equity Securities, the Company shall cause the books and records of the Company to show that such Equity Securities are bound by the provisions of this Section 63.5 and that such securities may only be Transferred to the purchaser in such Drag Transaction. (h) Any Selling Stockholder whose assets (“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”), shall not be obligated to sell to any Person to whom the sale of any Equity Securities would constitute a non-exempt “prohibited transaction” within the meaning of ERISA or the Code, provided, however, that if so requested by the Section 3.5 Transferring Stockholder(s): (i) such Selling Stockholder shall remain in have taken commercially reasonable efforts to (x) structure its sale of Equity Securities so as not to constitute a non-exempt “prohibited transaction” or (y) obtain a ruling from the Department of Labor to the effect that such sale (as originally proposed or as restructured pursuant to clause (i)(x)) does not constitute a non-exempt “prohibited transaction” and (ii) such Selling Stockholder shall have delivered an opinion of counsel (which opinion and counsel are reasonably satisfactory to the Section 3.5 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.” (i) 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 any subsequent proposed salethe securities sold pursuant thereto.

Drag Along Right. (1) In the event that AGTPL accepts a Third Party Purchase Offer with respect to the entire extent of AGTPL’s shareholding in the Company and proposes to Transfer the Sale Shares to a third party purchaser, AGTPL shall have the right to drag along PTC, only for their entire shareholding on a Fully Diluted Basis and PTC shall have the obligation to offer their shares to the third party purchaser on the terms and conditions set out in this Article 172. However, prior to exercising its Drag along Right, AGTPL shall provide GEPL an opportunity to purchase the entire extent of Shares held by PTC on the same terms as stated in the Drag Along Notice. In the event that GEPL does not exercise its right to purchase the entire extent of PTC’s shares and make payment to PTC for the same on the terms stated in the Drag Along Notice within 7 (Seven) days from the date of receipt of the Drag Along Notice, AGTPL shall be free to exercise its Drag Along Right and to require PTC to transfer the entire extent of shares held by PTC to the purchaser on the same terms as stated in the Drag Along Notice. Within 5 (Five) Business Days of agreeing to Transfer its shareholding in SUL to a third party purchaser, AGTPL shall send a written notice (“Drag Along Notice”) to PTC and GEPL, setting forth in detail the terms of the proposed sale, including the name(s) of the third party purchaser(s) to whom the proposed sale is to be made, price per share (“Drag Price”) payable by the third party purchaser, date of the proposed sale (which shall not be less than 7 (Seven) days from the date of receipt of the Drag Notice by PTC), and the number of shares required to be offered by PTC to such third party purchaser (“Drag Shares”). (2) PTC shall be obligated to sell their shares pursuant to the Drag Along Notice only if all the following conditions are met with: (a) If a Stockholder proposes to Transfer to any Purchaser a number of shares of Stock which represents at least a majority The Drag Price is not less than the fair value of the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined Company divided by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in Company on a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder Fully Diluted Basis (which acceptance in any case shall not be unreasonably withheld or delayedless than the par value). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller fair value shall deliver to each Drag Along Stockholder written notice have been determined by any one of the top four international accounting firms (the "Drag Along Notice"“Price Determination”) of any sale to be made which should also reflect valuation pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesmajority stake. (c3) If, within 15 days after Within 10 (Ten) Business Days from the Drag Along Seller provides date of receipt of the Drag Along Notice, no sale PTC shall be obliged to (i) Transfer, in the manner required under Applicable Law, such number of Drag Shares held by them to such third party purchaser on the Transferred Shares owned by terms and conditions mentioned in the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completedNotice, the Drag Along Sale shall be terminated for purposes hereof. and (dii) Simultaneously with take all such necessary action to cause the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along StockholderTransfer. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. 8.7.1 If the Company and the Promoters have failed to provide an Exit to the Principal Investors during the Exit Period (“Drag Event”), the Non- Quickroutes Principal Investor Majority through Non- Quickroutes Principal Investor Consent (“Dragging Investors”) will be entitled to exercise (a) If a Stockholder proposes to Transfer its Drag Along Right for sale of all but not less than all of Shares held by Dragging Investors (“Dragging Investors’ Shares”) along with or without Drag Along Shares to any Purchaser third party (“Third Party Buyer(s)”) subject to meeting all the Exit Conditions or (b) its Trade Sale Right to compel and cause the Dragged Shareholders (defined below) and the Principal Investors to participate in a number of shares of Stock which represents at least a majority merger or consolidation of the outstanding shares of Common Stock Company with any Third Party Buyer on a fully-diluted basis (the "Transferred Shares") then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock terms and conditions determined by the Drag Along Seller up Non- Quickroutes Principal Investor Majority through Non- Quickroutes Principal Investor Consent, or sell all or substantially all of the Assets or Proprietary Rights of the Company to a Third Party Buyer, on the total number of shares of Stock then held terms and conditions determined by such Drag Along Stockholder Non-Quickroutes Principal Investor Majority through Non- Quickroutes Principal Investor Consent, and subject to meeting all the Exit Conditions (the "Drag Along Shares"“Trade Sale”). . 8.7.2 If the percentage Drag-Along Right is exercised, each of any Drag Along Stockholder's Stock required the Non- Quickroutes Principal Investors who have not elected to be sold as Drag Along Shares exceeds the percentage of exercise the Drag Along Seller's Stock Right or who have not been considered while determining whether the Non-Quickroutes Principal Investor Consent has been obtained pursuant to be sold Clause 11.3.3(i)(e) below and Quickroutes (collectively, the “Non-Dragging Investors”) shall have the right to, but not the obligation to Purchaser in a Drag Along Salerequire Third Party Buyer (s) to purchase from the Non- Dragging Investors, Drag Along Seller, shall, at its sole expense, arrange all the Shares held by the Non-Dragging Investors (“Non- Dragging Investors’ Shares”) for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that same consideration per Share and upon the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other same terms and conditions, if any, of such transaction. Pending consummation as to be paid in respect of the Dragging Investors’ Shares. 8.7.3 For the purposes of Clause 8.7 (Drag Along SaleRight) of this Agreement: (a) “Drag Along Right” shall mean and refer to the right of the Dragging Investors to compel any or all of the Promoters, the Other Investors and Mieone (the “Dragged Shareholders”) to sell up to 100% (One Hundred per cent) of their Shares (“Drag Along Seller Shares”) to any Person; (b) “Drag Sale” shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale mean and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as refer to the sale of the Transferred Dragging Investors’ Shares by and the Drag Along Seller. The Drag Along Stockholder shall only be required Non-Dragging Investors’ Shares (in case such Non-Dragging Investors’ elects to give representations and warranties as to its due organization, its due authorization and title to exercise its/ their co- sale right) and/ or the Drag Along Shares to the Third Party Buyer(s); and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after “Trade Sale Right” shall mean and refer to the Drag Along Seller provides the Drag Along Notice, no sale right of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Dragging Investors to compel and cause a Trade Sale shall be terminated for purposes hereofunder Clause 8.7.1. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder proposes to Transfer to any Purchaser a number of shares of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis Apollo (the "Transferred SharesDrag-Along Grantees") thentransfer 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 election of event Apollo proposed to transfer Common Stock) and/or Preferred Stock (in the event Apollo has proposed to transfer Preferred Stock) held by such holder or holders Purchaser, by providing each Purchaser with written notice (a "Drag Drag-Along Seller"), each other Stockholder (each, a "Drag Along StockholderNotice") 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 such 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 (a "Drag Along Sale"i) a number in the case of Common Stock, that portion of all shares of Stock determined by the Drag Along Seller up to the total number of shares of Common Stock then held by such Drag Along Stockholder (Purchaser expressed as a fraction where the "Drag Along Shares"). If numerator equals the percentage number of any Drag Along Stockholder's shares of Common Stock required proposed to be sold as Drag by Drag-Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair Grantees pursuant to the Drag Drag-Along Stockholders from a financial point Notice and the denominator equals all shares of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid Common Stock held by the Drag-Along Grantees and (ii) in the case of Preferred Stock, that portion of shares of Preferred Stock then held by such Purchaser for each Transferred Share, expressed as a fraction where the numerator equals the number of Transferred Shares shares of Preferred Stock proposed to be sold by the Drag Drag-Along Seller, Grantees pursuant to the number of shares to be sold by each Drag Drag-Along Stockholder, Notice and the other terms and conditions, if any, denominator equals all shares of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares Preferred Stock held by the Drag Drag-Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesGrantees. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder proposes to Transfer to any Purchaser a number Notwithstanding Clause 8.3, if the Shareholders who have an aggregate Shareholding Proportion of shares of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis 86% (the "Transferred Drag-Along Transferors") propose to Transfer (whether as a single transaction or a series of related transactions) at least 86% of the Shares in a bona fide sale to a third party (the "Drag-Along Transferee') on arm's length terms, the Drag-Along Transferors shall have the right (but not an obligation) to require the other Shareholder(s) (the "Drag-Along Shareholders") to sell up to a pro-rata proportion of their Shares (the "Drag-Along Shares") then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Drag-Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder Transferee in accordance with the provisions of this Section 6 Clause 8.5 with the intention that the Drag-Along Shareholders may only be required to sell an equal proportion of their shares to the Drag-Along Transferee (as compared against the Drag-Along Transferor proposing to transfer the smallest proportion of their shares among all the Drag-Along Transferors as a group). (b) If the Drag-Along Transferors choose to exercise the drag-along right under Clause 8.5(a), they shall have been completedprovide notice in writing of such intention to the Drag-Along Shareholders and the Company (the "Drag-Along Notice') which specifies: (i) that the Drag-Along Shareholders are required to transfer all of the Drag-Along Shares pursuant to this Clause 8.5; (ii) the identity and particulars of the Drag-Along Transferee; (iii) the price per Drag-Along Share, which must be the same as the price per Share agreed between the Drag-Along Transferors and the Drag-Along Transferee; (iv) the terms of such Transfer, which must be the same as the terms agreed between the Drag-Along Transferors and the Drag-Along Transferee; and (v) the proposed date of the Transfer. (c) Upon receiving the Drag-Along Notice and subject to Clause 8.5(d), the Drag Drag-Along Sale Shareholders shall be terminated for purposes hereofobliged to Transfer the Drag-Along Shares to the Drag-Along Transferee at the price and on the terms set out in the Drag-Along Notice. (d) Simultaneously with the consummation The obligation of the sale of Drag-Along Shareholders to Transfer the Transferred Drag-Along Shares pursuant to this Section 6 the Drag-Along Transferee in accordance with Clause 8.5(c) shall be conditional on: (i) the price per Drag-Along Share being the same as the price per Share agreed between the Drag-Along Transferors and the Drag Along Seller shall cause Transferee; and (ii) such Transfer being on the Purchaser to remit directly to same terms as those agreed between the Drag Drag-Along Stockholder Transferors and the consideration with respect to the Drag Drag-Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along StockholderTransferee. (e) The provisions If any of the Shareholders defaults in Transferring the Shares to be Transferred by it pursuant to the drag-along process set out in this Section 6Clause 8.5, howeversuch defaulting Shareholder shall be deemed to have irrevocably appointed any one Director or the secretary of the Company to be its agent to execute all necessary Transfer(s) of its Shares on its behalf and against receipt of the consideration payable for such Shares (which shall be held on trust for the defaulting Shareholder), the Company shall remain in effect for deliver such Shares to the Third Party Purchaser and the Directors shall forthwith register the Third Party Purchaser as the holder thereof and the validity of such proceedings shall not be questioned or challenged by any subsequent proposed saleperson.

Drag Along Right. If one or more Shareholders holding together more than 50% (afifty percent) If a Stockholder proposes to Transfer to any Purchaser a number of shares of Stock which represents at least a majority plus 1 (one) of the outstanding shares of Common Stock on a fully-diluted basis then issued Shares (the "Transferred Shares"“Dragging Shareholder(s)”) then, at intend to dispose of all their Shares to a bona fide third party (the election of such holder or holders (a "Drag Along Seller"“Proposed Dragged Purchaser”), each other Stockholder (each, a "Drag Along Stockholder"the Dragging Shareholder(s) shall be required have a right to sell require all other Shareholders (the “Dragged Shareholder(s)”) to such Purchaser dispose of all their Shares (a "Drag Along Sale"the “Dragged Shares”) a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Proposed Dragged Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on substantially the same terms and conditions as the Dragging Shareholder as set forth in the applicable Drag-Along Notice (the “Drag-Along Right”), as long as the price per Share offered by the Proposed Dragged Purchaser is equal or above PLN 180,000.00 (one hundred eighty thousand zlotys). The Dragging Shareholder(s) may exercise the Drag-Along Right by delivering a written notice to each of the Dragged Shareholder(s) at any time before the transfer of Shares to the Proposed Dragged Purchaser. Such written notice (the “Drag-Along Notice”) shall specify: name of the Proposed Dragged Purchaser; address and registration number thereof; price per one Share and aggregate price for all Shares, including Dragged Shares; detailed terms and conditions, including but not limited to the price and other additional payments, terms of payment of the price, conditions precedent, other relevant terms. The sale of the Transferred Dragged Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated completed on the date proposed for purposes hereof. (d) Simultaneously with the consummation completion of the sale of the Transferred Shares pursuant of the Dragging Shareholder(s), unless selling Shareholders agree otherwise. The Dragged Shareholders shall execute and perform all such documents and acts as required by the applicable law in order to this Section 6 effectively transfer the Drag Along Seller shall cause the Purchaser to remit directly Dragged Shares to the Drag Along Stockholder Proposed Dragged Purchaser, in particular shall execute a share sale agreement. The Dragged Shareholders shall not be required to transfer the consideration with respect Dragged Shares prior to the Drag Along date on which the Shares and shall furnish such other evidence of the completion and time Dragging Shareholders are transferred to the Proposed Dragged Purchaser. The transfer of completion title to the Dragged Shares to the relevant purchaser shall take place upon crediting the bank account of such the Dragged Shareholder with the amount of a price for their Dragged Shares. If the sale and terms and conditionsunder the Drag-Along Right has not been consummated within 12 (twelve) months following delivery of the Drag-Along Notice, if any, thereof as may reasonably all Dragged Shareholders shall be requested by released from the Drag obligation under the Drag-Along StockholderRight. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a1) If a Stockholder proposes In the event that the New Shareholder intends to Transfer to any Purchaser a number of shares of Stock which represents at least a majority transfer all or part of the outstanding Company’s issued shares of Common Stock on that it owns to a fully-diluted basis third party (the "Transferred “Proposed Purchaser”), the New Shareholder may demand the Existing Shareholders to sell all or part of the Company’s issued shares that they own (the “Drag-along Shares"”) then, together with the shares that the New Shareholder intends to transfer to the Proposed Purchaser at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder same per-share price (the "Drag Along Shares"“Drag-along Right”). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b2) The Drag Along Seller shall deliver In the event that the New Shareholder intends to each Drag Along Stockholder exercise the Drag-along Right, the New Shareholder must provide prior written notice to the Existing Shareholders (the "Drag Along “Drag-along Exercise Notice") ”). For the avoidance of any sale to be made pursuant to Section 6.2(a) abovedoubt, which notice shall set forth it is not required that the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, Drag-along Exercise Notice specify specific and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same definite terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesDrag-along sale. (c3) IfIn the event that the New Shareholder intends to exercise the Drag-along Right, within 15 days after the Drag Along Seller provides Existing Shareholders shall be deemed to have delegated all rights regarding the Drag Along Notice, no sale transfer of the Transferred Drag-along Shares owned by to the Drag Along Seller or New Shareholder, including, without limitation, right to execute a share purchase agreement, modify the Drag Along Stockholder share registry, deliver the share certificate, and receive the share transfer consideration; provided, however, the New Shareholder shall exercise such delegated rights in accordance with the provisions principles of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereofgood faith. (d4) Simultaneously In the event that the New Shareholder has exercised the Drag-along Right, upon the execution of a share purchase agreement between the New Shareholder and the Proposed Purchaser, the Existing Shareholders shall also be deemed to have entered into a share purchase agreement regarding the Drag-along Shares with the consummation Proposed Purchaser on the terms substantially similar to those of the sale share purchase agreement executed between to the New Shareholder and the Proposed Purchaser. At the closing of the Transferred Shares pursuant to share purchase agreement entered into in accordance with this Section 6 3.4(4), between the Drag Along Seller Existing Shareholders and the Proposed Purchaser, the Existing Shareholders shall cause carry out any procedures reasonably and customarily required (i) to effectuate the valid transfer of ownership of the Drag-along Shares to the Proposed Purchaser, and (ii) for the Proposed Purchaser to remit directly to exercise its rights as the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence shareholder of the completion Drag-along Shares, including, without limitation, the delivery of the share certificates of the Drag-along Shares (if exists), modification of the share registry, and time of completion of such sale making any registration or filing to and terms and conditions, if any, thereof as may reasonably be requested by obtaining Permits from the Drag Along Stockholderrelevant Government Authorities. (e5) The provisions of this Section 6In the event that the Drag-along Right conflicts or competes with the Tag-along Right, however, the Drag-along Right shall remain in effect for any subsequent proposed saletake precedence.

Drag Along Right. (a) If a Stockholder proposes to Transfer to at any Purchaser a time the Enstar Shareholder (together with its Permitted Transferees) holds no less than 55% of the aggregate number of shares of Stock which represents at least a majority outstanding Common Shares of the outstanding shares Company held by the Initial Shareholders at such time and receives a bona fide offer from a Third Party Purchaser to consummate, in one transaction, or a series of Common Stock on related transactions, a fully-diluted basis (the "Transferred Shares") then, at the election Change of such holder or holders Control (a "Drag Along Seller"“Drag-along Sale”), the Enstar Shareholder shall have the right to require that each other Stockholder Shareholder (each, a "Drag Along Stockholder"“Drag-along Shareholder”) participate in such Transfer in the manner set forth in this Section 3.3, provided, however, that no Drag-along Shareholder shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by participate in the Drag Along Seller up Drag-along Sale if the consideration for the Drag-along Sale is anything other than cash or registered securities listed on an established U.S. or foreign securities exchange. Notwithstanding anything to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage contrary in this Agreement, each Drag-along Shareholder shall vote in favor of the Drag Along Seller's Stock transaction and take all actions to be sold to Purchaser in a Drag Along Salewaive any dissenters, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld appraisal or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of viewother similar rights. (b) The Drag Along Seller Enstar Shareholder shall deliver exercise its rights pursuant to each Drag Along Stockholder this Section 3.3 by delivering a written notice (the "Drag Along “Drag-along Notice"”) to the Company and each Drag-along Shareholder no later than 20 days prior to the closing date of any sale such Drag-along Sale. The Drag-along Notice shall make reference to be made pursuant to Section 6.2(athe Enstar Shareholder’s rights and obligations hereunder and shall describe in reasonable detail: (i) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Common Shares to be sold by the Drag Along SellerEnstar Shareholder, if the number Drag-along Sale is structured as a Transfer of shares to be sold by each Drag Along StockholderCommon Shares; (ii) the identity of the Third Party Purchaser; (iii) the proposed date, time and location of the closing of the Drag-along Sale; (iv) the per share purchase price and the other material terms and conditions, if any, of such transaction. Pending consummation conditions of the Drag Along SaleTransfer, the Drag Along Seller shall promptly notify each Drag Along Stockholder including a description of any changes non-cash consideration in sufficient detail to permit the valuation thereof; and (v) a copy of any form of agreement proposed timing for the Drag Along Sale and any other material developments to be executed in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) IfIf the Drag-along Sale is structured as a Transfer of Common Shares, within 15 days after then, subject to Section 3.3(d), each Drag-along Shareholder shall Transfer the Drag Along Seller number of shares equal to the product of (x) the number of Common Shares held by such Drag-along Shareholder and (y) a fraction (A) the numerator of which is equal to the number of Common Shares the Enstar Shareholder proposes to sell or transfer in the Drag-along Sale and (B) the denominator of which is equal to the number of Common Shares then held by the Enstar Shareholder. (d) The consideration to be received by a Drag-along Shareholder shall be the same form and amount of consideration per share of Common Shares to be received by the Enstar Shareholder (or, if the Enstar Shareholder is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of such Transfer shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Enstar Shareholder Transfers its Common Shares. Each Drag-along Shareholder shall make or provide the same representations, warranties, covenants, indemnities and agreements as the Enstar Shareholder makes or provides in connection with the Drag Along NoticeDrag-along Sale (except that in the case of representations, no sale warranties, covenants, indemnities and agreements pertaining specifically to the Enstar Shareholder, the Drag-along Shareholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Enstar Shareholder and each Drag-along Shareholder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Enstar Shareholder and each Drag-along Shareholder, in each case in an amount not to exceed the aggregate proceeds received by the Enstar Shareholder and each such Drag-along Shareholder in connection with the Drag-along Sale. (e) The fees and expenses of the Transferred Shares owned Enstar Shareholder incurred in connection with a Drag-along Sale and for the benefit of all Shareholders (it being understood that costs incurred by or on behalf of a Enstar Shareholder for its sole benefit will not be considered to be for the benefit of all Shareholders), to the extent not paid or reimbursed by the Drag Along Seller Company or the Drag Along Stockholder Third Party Purchaser, shall be shared by all the Shareholders on a pro rata basis, based on the aggregate consideration received by each Shareholder; provided, that no Shareholder shall be obligated to make or reimburse any out-of-pocket expenditure prior to the consummation of the Drag-along Sale. (f) Each Shareholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and delivering certificates and instruments, in accordance each case consistent with the agreements being entered into and the certificates being delivered by the Enstar Shareholder. (g) The Enstar Shareholder shall have 180 days following the date of the Drag-along Notice in which to consummate the Drag-along Sale, on the terms set forth in the Drag-along Notice (which such 180-day period may be extended for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). If at the end of such period, the Enstar Shareholder has not completed the Drag-along Sale, the Enstar Shareholder may not then effect a transaction subject to this Section 3.3 without again fully complying with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof3.3. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder proposes to Transfer to any Purchaser a number holders of shares of Stock which represents at least a majority of the outstanding shares common stock of Common Stock the Company (the “Majority Holders”) consent to engage in the Sale of the Company (as defined below), then the Majority Holders shall have the right to require all of the remaining stockholders of the Company (the “Remaining Stockholders”) to participate in such Sale of the Company on a fully-diluted pro rata basis (the "Transferred Shares") then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be otherwise on the same terms and conditions as those agreed to by the sale Majority Holders (“Drag-Along Rights”). If the Majority Holders elect to exercise their Drag-Along Rights in connection with such a transaction, they shall deliver, or instruct the Company to deliver, a notice to each Remaining Stockholder (“Drag-Along Notice”), setting forth the terms of the Transferred Shares by transaction, including the Drag Along Seller. The Drag Along Stockholder proposed closing date for its consummation, which shall only not be required to give representations and warranties as to its due organization, its due authorization and title to less than twenty (20) days from the Drag Along Shares and shall only be required to indemnify for breach date of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag such Drag-Along Notice, no sale and all documents required to be executed by each Remaining Stockholder in order to consummate such transaction. Each Remaining Stockholder shall deliver to the Majority Holders, within ten (10) days of receipt of such Drag-Along Notice, a countersigned copy of such Drag-Along Notice and all such other documents previously furnished to such Remaining Stockholder for execution in connection with such transaction. If any Remaining Stockholder fails to execute and deliver such Drag-Along Notice and other documents within such ten-day period, then any officer of the Transferred Shares owned by Company shall have the Drag authority to execute such Drag-Along Seller or the Drag Along Stockholder in accordance with Notice and other documents on behalf of such Remaining Stockholder, and the provisions of this Section 6 11 shall have been completed, constitute the Drag Along granting to such officer of a power of attorney on behalf of such Remaining Stockholder to execute and deliver any and all such documents. The Majority Holders shall cause to be remitted to each Remaining Stockholder the proceeds of such Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation of the sale Company attributable to the Remaining Stockholder’s shares of common stock on the closing date of such sale. Each Remaining Stockholder hereby irrevocably and unconditionally waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights relating to the Sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Company or any related transaction that such Remaining Stockholder the consideration or any other person may have by virtue of, or with respect to the Drag Along Shares and shall furnish such other evidence to, any shares of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested Company common stock owned by the Drag Along Remaining Stockholder. (e) The provisions . For purposes of this Section 611, however“Sale of the Company” shall mean each of the following events: (a) merger or consolidation in which (i) the Company is a constituent party or (ii) a subsidiary of the Company is a constituent party and the Company issues shares of its common stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of common stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for common stock that represents, immediately following such merger or consolidation, at least a majority, by voting power, of (1) the surviving or resulting company; or (2) if the surviving or resulting company is a wholly owned subsidiary of another company immediately following such merger or consolidation, the parent company of such surviving or resulting company (provided that, for the purpose of this Subsection (a), all Common Stock issuable upon exercise of options outstanding immediately prior to such merger or consolidation or upon conversion of convertible securities outstanding immediately prior to such merger or consolidation shall remain be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in effect for such merger or consolidation on the same terms as the actual outstanding Common Units are converted or exchanged); (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsequent proposed subsidiary of the Company of all or substantially all or a significant portion of the assets of the Company and its subsidiaries, taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one (1) or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company.

Drag Along Right. (a) If a Stockholder proposes to Transfer to any Purchaser a number of shares of Stock which represents at least a majority In the event that Acorn Energy owns more than fifty percent (50%) of the Company’s issued and outstanding shares of Common Stock on capital stock and Acorn Energy desires to accept a fully-diluted basis (the "Transferred Shares") then, at the election of such holder or holders bona fide offer (a "Drag Along Seller")“Purchase Offer”) from any person or persons, each other Stockholder (eachthan an Affiliate or another Stockholder, a "Drag Along Stockholder") shall be required to sell to such Purchaser purchase all (a "Drag Along Sale"“Divestiture”) a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder Acorn Energy, then Acorn Energy shall promptly deliver to each of the other Stockholders a written notice (the "Drag Along Shares")“Purchase Offer Notice”) stating Acorn Energy’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. If the percentage The Purchase Offer Notice shall include a copy of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage written offer, letter of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Saleintent, Drag Along Seller, shall, at its sole expense, arrange for the delivery term sheet or contract of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair sale pertaining to the Drag Along Stockholders from a financial point of viewPurchase Offer. (b) The In connection with a Divestiture, if Acorn Energy owns more than fifty percent (50%) of the Company’s issued and outstanding capital stock, it shall have the right (“Drag Along Seller shall deliver Right”) to require each Drag Along other Stockholder written notice (to participate in such sale of Common Stock by Acorn Energy on the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall terms and conditions set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale Purchase Offer Notice (which shall be on the same terms and conditions (on a per share basis) as the are applicable to Acorn Energy’s sale of shares of Common Stock to the Transferred Shares by the proposed purchaser). Such Drag Along Seller. The Right shall be exercisable by Acorn Energy including in its Purchase Offer Notice a statement to the effect that Acorn Energy elects to exercise its Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title Right in connection with the proposed sale. At any time prior to the closing of such sale, Acorn Energy may withdraw its election to exercise its Drag Along Shares and shall only be required Right upon written notice to indemnify for breach of its own representations and warrantiesthe Stockholders. (c) If, within 15 days after The closing of the purchase and sale of any shares of Stock to be sold pursuant to the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance Right shall occur concurrently with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation closing of the sale of the Transferred Shares pursuant shares of the Stock by Acorn Energy, 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 Stock to be sold by such Stockholder, duly endorsed in blank or accompanied by a duly executed stock power in blank, with signatures duly guaranteed and all requisite stock transfer stamps affixed thereto. All Stockholders shall be treated equally under this Section 6 the Drag Along Seller 2.5. It shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence be a condition of the completion obligation to sell under this Section 2.5 that all facts and time circumstances and all material aspects of completion of such sale and terms and conditions, if any, thereof as may reasonably any transaction under this Section 2.5 shall be requested by the Drag Along Stockholder. (e) disclosed. The provisions of this Section 6, however, 2.5 shall remain in effect for any subsequent proposed saleterminate upon an IPO.

Drag Along Right. (a) If a Stockholder proposes Notwithstanding anything contained herein to Transfer to the contrary, if, at any Purchaser a number of shares of Stock which represents at least a majority time after the third anniversary of the date of this Agreement, the holders of 60% of the then outstanding shares of Common Series B Preferred Stock on a fully-diluted basis (the "Transferred Shares"“Selling Purchasers”) then, at the election of such holder or holders wish to accept a bona fide arms length proposal (a "“Sale Proposal”) from a person (the “Drag Along Seller"Purchaser”) to acquire all or substantially all of the assets or shares of capital stock of the Company (by merger, consolidation or otherwise), then the Company and the remaining Stockholders (the “Remaining Stockholders”), shall either: (i) approve the Sale Proposal (the “Sale Option”) in accordance with the provisions of the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Bylaws (the “Bylaws”), in which case the Company and each other Remaining Stockholder (each, a "Drag Along Stockholder") shall be required obligated to sell take all necessary action to such Purchaser cause the transaction contemplated in the Sale Proposal (a "Drag Along “Required Sale"”) a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder be consummated; or (ii) purchase (the "Drag Along Shares"). If “Purchase Option”) from the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along SaleSelling Purchasers, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as set forth in the sale of Sale Proposal, the Transferred Shares held by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiessuch Selling Purchasers. (cb) If, within 15 Not later than sixty (60) days after prior to the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated proposed date for purposes hereof. (d) Simultaneously with the consummation of the sale Required Sale (the “Drag-Along Closing Date”), the Selling Purchasers shall send a notice (the “Drag-Along Notice”) to the Company and each Remaining Stockholder, which notice shall include, among other things (i) the name and address of the Transferred Shares pursuant Drag-Along Purchaser, (ii) the aggregate price at which the Drag-Along Purchaser is willing to this Section 6 acquire the Drag Along Seller shall cause Company’s assets or outstanding shares and (iii) any other material terms as set forth in the Purchaser to remit directly Sale Proposal. Not later than thirty (30) days prior to the Drag Drag-Along Closing Date, each Remaining Stockholder the consideration with respect shall deliver to the Drag Along Shares and shall furnish Company a notice indicating whether such other evidence Remaining Stockholder elects the Sale Option or the Purchase Option. (i) If the Remaining Stockholders holding a majority of the completion outstanding Shares held by all Remaining Stockholders elect the Sale Option, then the Company shall approve the Required Sale and time of completion of each Remaining Stockholder shall execute and deliver such sale documents and terms and conditions, if any, thereof take all other actions as may be reasonably be requested by the Drag Along Purchaser or the Selling Purchasers in connection with the Require Sale. In furtherance of the foregoing, in connection with such sale, each Remaining Stockholder will (A) vote in favor of, consent to, participate in and raise no objections against the Required Sale or the process pursuant to which it was arranged and (B) waive any dissenters’ rights, appraisal rights and other similar rights. The closing of the proposed Sale Proposal shall be held at the time and place designated by the Selling Purchasers and the Drag-Along Purchaser pursuant to the terms of the Drag Along Notice. Notwithstanding the above, the Remaining Stockholders (1) will not be required to make any representations or warranties except with respect to ownership of its Shares and then only to the same extent as the Selling Purchasers and (2) will not be required to give any indemnities except on a pro rata basis with the Selling Purchasers based on the amount of proceeds received by each, and that any such indemnification obligation by a Remaining Stockholder will in no event exceed the proceeds received by or paid on behalf of such Remaining Stockholder. (eii) If the Remaining Stockholders holding a majority of the outstanding Shares held by all Remaining Stockholders elect the Purchase Option, then the Company or the Remaining Stockholders shall purchase all Shares held by the Selling Purchasers on the same terms and conditions as set forth in the Sale Proposal, and at a price per share equal to what the Selling Purchasers would have received had the Required Sale been consummated. The provisions closing shall take place within thirty (30) days following the last date on which the Remaining Stockholders were required to deliver notice to the Company pursuant to Section 7(b) above. The Selling Stockholders shall execute all documents reasonably requested (and typically required in transactions of this Section 6nature) by the Company or Remaining Stockholders, howeveras applicable, shall remain in effect for any subsequent proposed saleconnection with the consummation of such transaction.

Drag Along Right. (a) If a Stockholder proposes In the event that all of the then outstanding Series B Preferred Stock is converted pursuant to Transfer to any Purchaser a Article IV.D.5. of the Charter, upon such conversion of the Series B Preferred Stock, all of the then outstanding Series H Preferred Stock shall be converted automatically into shares of Conversion Stock, and the holders of Series H Preferred Stock shall surrender all of their stock certificates representing Series H Preferred Stock in exchange for certificates representing the number of shares of Conversion Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election then issuable upon conversion of such holder or holders series of Series H Preferred Stock in accordance with this Section 5. (4) To approve the reverse-stock split that will result in a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to reduction in the total number of fully diluted shares of Stock then held common stock after giving effect to the conversions of preferred stock contemplated by such Drag Along Stockholder this Agreement and the Voting Agreement. (5) To approve the "Drag Along Shares"). If change of control resulting from the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage conversion into common stock of the Drag Along Seller's preferred stock owned collectively by TH ▇▇▇ ▇▇▇▇▇▇ Ventures, L.P. and its affiliates. (6) To approve the Stock to be sold to Purchaser in a Drag Along SalePurchase Agreements, Drag Along Seller, shall, at its sole expense, arrange Registration Rights Agreement and related agreements contemplated by the Stock Purchase Agreements entered into between the Company the Series M Purchasers and the transactions contemplated thereby. (7) To approve any other proposals necessary for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable Company to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that carry out the terms of the Drag Along Sale are fair to Stock Purchase Agreements and the Drag Along Stockholders from a financial point of viewAgreement. (b8) The holders of 2/3 of each Series of Initially Designated Preferred Stock shall waive Section 5 of the Articles and (ii) The Drag Along Seller holders of Series G Preferred Stock shall deliver waive Section 5 of Exhibit A to each Drag Along Stockholder written notice the Series G Certificate of Designations and holders of Series H Preferred Stock shall waive Section 5 of Exhibit A to the Series H Certificate of Designations, respectively, to the extent that the issuance of Series L Preferred Stock and Series M Preferred stock shall not result in any adjustment to the Conversion Price (as defined in the "Drag Along Notice") Articles and in the Series G Preferred Stock Certificate of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, Designations and the other terms and conditionsSeries H Preferred Stock Certificate of Designations, if any, respectively) as a result of such transaction. Pending consummation issuance of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warrantiesSeries M Preferred Stock. (c9) If, within 15 days To approve an Amended and Restated Certificate of Incorporation which shall be adopted after the Drag Along Seller provides the Drag Along Notice, no sale conversion of all of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance with the provisions outstanding Initially Designated Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred Stock and Series L Preferred Stock, and will provide, among other things, that after such conversion all such shares of this Section 6 shall have been completedPreferred Stock, the Drag Along Sale other than Series M Preferred Stock shall be terminated for purposes hereofcancelled and the Series M Preferred Stock shall be redesignated Series A Convertible Preferred Stock. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If a Stockholder proposes at any time one or more Stockholder(s) propose to Transfer to any Purchaser a number transfer Shares representing over 50% of shares of Stock which represents at least a majority of the all then-outstanding shares of Common Stock (on a fullynon-fully diluted basis basis) to any Person, and, such Stockholder(s) (the "Transferred SharesDRAG-ALONG RIGHTHOLDERS") thenhave received a bona fide, at the election of such holder arm's length offer from an Offeror to purchase (including a purchase by merger, consolidation or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder"similar transaction) shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage all of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld outstanding Shares or delayed). Such fairness opinion shall confirm that the terms all or substantially all of the Drag assets of Parent, the Drag-Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder Rightholders may send written notice (the "Drag Along NoticeDRAG-ALONG NOTICE") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, Parent and the other terms and conditionsStockholders (such other Stockholders, if any, of such transaction. Pending consummation of the Drag Along Salecollectively, the Drag "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale. Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall promptly notify each Drag Along Stockholder be obligated to (i) sell all of any changes its Shares in the proposed timing for transaction (including a sale or merger, consolidation or similar transaction) contemplated by the Drag Drag-Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be Notice on the same terms and conditions as the sale of the Transferred Shares by the Drag Drag-Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach Rightholders (including payment of its own representations pro rata share of all costs associated with such transaction) and warranties. (cii) Ifotherwise take all action (or refrain from taking certain actions) necessary to cause the consummation of such transaction, within 15 days after the Drag including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder further agrees to take all actions (including executing documents) in accordance with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously connection with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof proposed transaction as may reasonably be requested of it by the Drag Drag-Along StockholderRightholders. (eb) The provisions of In connection with any sale pursuant to this Section 63.3(a), howeverthe Drag-Along Seller shall make to the Offeror the same representations, warranties, covenants, indemnities and agreements as the Drag-Along Rightholders make in connection with the proposed transfer (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Drag-Along Rightholders, a Drag-Along Seller shall remain 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 Drag-Along Seller severally and not jointly and that the liability of the transferring Drag-Along Rightholders and such Drag-Along Seller thereunder shall 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 the 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 effect for any subsequent proposed saleeach case, as is paid or delivered to the Drag-Along Rightholders in the sale pursuant to Section 3.3(a).

Drag Along Right. (ai) If In case that Dolphin or any of its Affiliates do not pay the Put Option (as such term is defined below) within 90 days of its exercise by EDFI, or (ii) in case EDENOR defaults in the payment of any fees due under the Technical Assistance Agreement and any such default under the Technical Assistance Agreement is not remedied within 45 days of EDENOR and Dolphin having received a Stockholder proposes to Transfer to any Purchaser written default notice from EDFI, EDFI shall have, for a number period of shares 12 months from the last date in which Dolphin could have paid the Put Option in case (i), and for a period of Stock which represents at least a majority of 12 months from the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election date of such holder or holders payment default in case (a "Drag Along Seller"ii), each other Stockholder (each, a "Drag Along Stockholder") shall be required right to sell to such Purchaser (a "Drag Along Sale") a number bona fide third party all of NEV’s Shares, Dolphin Energia’s shares of Stock determined by the Drag Along Seller up to the total number of in EASA, and IEASA’s shares of Stock then held by such Drag Along Stockholder in EASA (the "Drag “Drag-Along Shares"Right”). If Dolphin hereby agrees and Dolphin shall cause EASA to agree (and by executing this Shareholders Agreement irrevocably grants to EDFI the percentage required powers of any Drag Along Stockholder's Stock required attorney, in the form attached hereto as Exhibit B, Exhibit C and Exhibit D respectively) that, if requested by EDFI pursuant to this Section 6.02(a), Dolphin and EASA will transfer to such bona fide third party, all of NEV’s Shares, Dolphin Energy’s shares in EASA and IEASA’s shares in EASA receiving the same terms and conditions (including time of payment and form of consideration) as to be sold as Drag Along Shares exceeds paid and given to EDFI, provided that the percentage price of Dolphin’s EASA shares shall be adjusted if applicable based on any net debt that EASA may have. Upon completion of such transfer all rights and obligations of the Drag Along Seller's Stock to parties under the Put Option shall be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of viewextinguished. (b) The Drag In connection with the Drag-Along Seller Right, EDFI shall deliver have the right to each Drag cause EDENOR, EASA and NEV to provide EDFI’s legal and financial advisors and any potential buyers with reasonable access subject to a Confidentiality Agreement; to EDENOR’s, EASA’s and NEV’s officers, advisors, auditors, legal counsel, operations and books and records of the companies in order to consummate a sale process of its Shares subject to the Drag-Along Stockholder written Right. (c) EDFI will give notice (the "Drag “Drag-Along Notice"”) to Dolphin Energia and/or EASA and/or NEV and/or IEASA as the case may be, of any sale proposed transfer giving rise to the tights of EDFI set forth in Section 6.02(a). The Drag-Along Notice will set forth, the name and address of the third party and the proposed amount and form of consideration. EDFI will notify Dolphin at least 30 days in advance of entering into a definitive agreement in connection with such offer. In any such agreement, Dolphin will be made required to pay its proportionate share of the costs incurred in connection with such transfer to the extent not paid or reimbursed by the third party. Such Drag-Along Notice may be amended at any time by EDFI and shall remain valid for the 12-month time-period contemplated in Section 6.02(a), subject to Section 6.02(d). (d) Notwithstanding the above, in case that the Drag-Along Right is exercised pursuant to Section 6.2(a6.02(a) above, which notice shall set forth above and the consideration to be paid for the Shares offered by the Purchaser for each Transferred Sharethird party were less than the Put Option Exercise Price (as such term is defined below), then the number of Transferred Drag-Along Notice shall also constitute an irrevocable offer to sell EDFI’s Shares to be sold by (the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing “Offered Equity”) for the Drag Along Sale same consideration and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares set forth by the Drag Along Sellerthird party. The Drag Along Stockholder In such case, Dolphin shall only be required to give representations and warranties as to its due organizationhave the right, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach a period of its own representations and warranties. (c) If, within 15 25 days after the Drag Drag-Along Seller provides Notice is given (the Drag “Response Period”) to purchase, pursuant to the Drag-Along Notice, no sale in whole but not in part, the Offered Equity, exercisable by delivering (i) a written notice to EDFI, within the Response Period, stating therein that all of the Transferred Shares owned by Offered Equity will be purchased and (ii) a Stand-By Letter of Credit supporting the Drag Along Seller or obligation of Dolphin to pay in full the Drag Along Stockholder in accordance with purchase price for the provisions of this Section 6 shall have been completedOffered Equity. If Dolphin exercises such a right, the Drag Along Sale right will no longer be exercised and all right and obligations of the parties under the Put Option shall be terminated for purposes hereofextinguished. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.

Drag Along Right. (a) If Subject to Section 9.05, in connection with the proposed Transfer (by merger, consolidation, sale or otherwise and whether in one transaction or a Stockholder proposes to Transfer to any Purchaser series of related transactions) that would result in a number of shares of Stock which represents at least Deemed Liquidation Event (a majority of “Drag-Along Sale”), the outstanding shares of Common Stock on a fully-diluted basis Majority Member (the "Transferred Shares") then, at the election of such holder or holders (a "Drag “Drag-Along Seller"), ”) may at its option (the “Drag-Along Rights”) require each other Stockholder Member to: (each, i) Transfer a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number pro rata portion of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by its Membership Interests in such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along -Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions applicable and for the same type of consideration payable as the sale Drag-Along Seller and (ii) agree to vote to approve such transaction, waive all dissenters’ rights and otherwise take all other actions necessary or desirable to consummate the Drag-Along Sale as requested by the Drag-Along Seller. (b) If the Drag-Along Seller elects to exercise its Drag-Along Rights, the Drag-Along Seller shall provide notice of such Drag-Along Sale to the other Members (a “Drag-Along Sale Notice”) not later than 15 Business Days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the purchaser in the Drag-Along Sale, the number and class of Membership Interests subject to the Drag-Along Sale, the consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and all other material terms and conditions of the Transferred Shares by the Drag Drag-Along SellerSale. The Drag Along Stockholder Each other Member shall only be required to give representations participate in the Drag-Along Sale on the terms and warranties as conditions set forth in the Drag-Along Sale Notice and to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach tender a pro rata portion of its own representations and warrantiesMembership Interests as set forth below. (c) IfIf requested by the Drag-Along Seller, within 15 days not later than 10 Business Days after the Drag date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each other Member shall deliver to a representative of the Drag-Along Seller provides designated in the Drag Drag-Along NoticeSale Notice (i) the certificates and other applicable instruments representing the Membership Interests of such other Member to be included in the Drag-Along Sale, no sale of together with a notarized, limited power-of-attorney authorizing the Transferred Shares owned by the Drag Drag-Along Seller or its representative to Transfer such Membership Interests on the Drag terms set forth in the Drag-Along Stockholder Sale Notice and wire transfer or other instructions for payment of the consideration for the Membership Interests being Transferred in accordance such Drag-Along Sale and/or (ii) all other documents required to be executed in connection with the Drag-Along Sale. If a Member should fail to deliver such certificates or other applicable instruments to the Drag-Along Seller, the Company (subject to Section 9.04(d)) shall cause the books and records of the Company to show that such Membership Interests are bound by the provisions of this Section 6 shall have been completed, the Drag Along Sale 9.04 and that such Membership Interests shall be terminated Transferred to the Drag-Along Transferee immediately upon surrender for purposes hereofTransfer by the holder thereof. (d) Simultaneously The Drag-Along Seller shall have a period of 120 days from the date of delivery of the Drag-Along Sale Notice to consummate the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale Notice; provided, that, if such Drag-Along Sale is subject to regulatory approval, such 120-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 240 days following the date of delivery of the Drag-Along Sale Notice. If the Drag-Along Sale shall not have been consummated during such period, the Drag -Along Seller shall return to each of the other Members the limited power-of-attorney and all certificates and other applicable instruments representing Membership Interests that such other Members delivered for Transfer pursuant hereto, together with any other documents in the possession of the Drag-Along Seller executed by the other Members in connection with the proposed Drag-Along Sale, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Membership Interests owned by the other Members shall again be in effect. (e) Promptly after the consummation of the sale of the Transferred Shares Drag-Along Sale pursuant to this Section 6 9.04, the Drag Drag-Along Seller shall cause (i) notify the Purchaser to remit other Members thereof, (ii) if not remitted directly to the Drag Along Stockholder other Members, remit to each other Member the total consideration for the Membership Interests of such other Member Transferred pursuant thereto less the other Member’s pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with respect to Section 9.05, with the Drag Along Shares cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by such Members and shall (iii) furnish such other evidence of the completion and time the date of completion of such sale transfer and the terms and conditions, if any, thereof as may be reasonably be requested by the Drag other Members. If not remitted directly to the other Members, the Drag-Along StockholderSeller shall promptly remit to the other Members any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price. (ef) Notwithstanding anything contained in this Section 9.04, there shall be no liability on the part of the Drag-Along Seller to the other Members (other than the obligation to return the limited power-of-attorney and the certificates and other applicable instruments representing Membership Interests received by the Drag-Along Seller) or any other Person if the Transfer of Membership Interests pursuant to this Section 9.04 is not consummated for whatever reason, regardless of whether the Drag-Along Seller has delivered a Drag-Along Sale Notice. Whether to effect a Transfer of Membership Interests pursuant to this Section 9.04 by the Drag-Along Seller is in the sole and absolute discretion of the Drag-Along Seller. (g) The provisions of this Section 6, however, 9.04 shall remain in effect for any subsequent proposed saleterminate upon the consummation of an IPO.

Drag Along Right. At any time prior to the fifth anniversary of the Effective Time, so long as any group of Investors and their Permitted Transferees (aas contemplated by clause (ii) If a Stockholder proposes to Transfer to any Purchaser a number of shares the definition of Stock which represents Permitted Transfer) hold in the aggregate at least a majority fifty percent (50%) of the outstanding shares of Common Stock on a fullythe Stock, such group (collectively, the “Drag-diluted basis Along Sellers”) may require each other Investor (the "Transferred Shares"“Required Sellers”) thento participate in any Major 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) (such transaction or series of transactions, an “Exit Sale”) at the election purchase price and upon the terms and subject to the conditions of such holder or holders the Exit Sale (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") all of which shall be required to sell to such Purchaser (a "Drag set forth in the Drag-Along Sale") a number of shares of Stock determined by the Drag Along Seller up Notice and which may not be less favorable to the total number of shares of Stock then held by such Drag Required Sellers than the terms applicable to the Drag-Along Stockholder (the "Drag Along Shares"Sellers). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by In connection with an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Exit Sale, the Drag Along Company may also require each Required Seller shall promptly notify each Drag Along Stockholder to vote in favor of any changes in the proposed timing for the Drag Along such Exit Sale and any other material developments in connection therewith. The Drag Along Sale shall be on or act by written consent approving the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required with respect to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred all Shares owned by such Required Seller, as necessary or desirable to authorize, approve and adopt the Drag Along Seller or Exit Sale. Without limiting the Drag Along Stockholder in accordance with foregoing, if an Exit Sale requires the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereof. (d) Simultaneously with the consummation approval of the sale of Company’s stockholders, each Investor shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such Exit Sale. In the Transferred Shares event that an Exit Sale is proposed pursuant to this Section 6 3, all outstanding proposals to Transfer Shares outside of such Exit Sale shall immediately be withdrawn and no Transfer of Shares outside of such Exit Sale shall be consummated until the Drag expiration of the time period provided for in Section 3(d). The consummation of an Exit Sale by the Drag-Along Seller Sellers shall cause the Purchaser to remit directly be subject to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence sole discretion of the completion and time of completion of such sale and terms and conditionsDrag-Along Sellers, if any, thereof as may reasonably be requested by the Drag Along Stockholder. who shall have no liability or obligation whatsoever (e) The provisions of other than compliance with this Section 6, however, shall remain 3) to any Required Sellers participating therein in effect for any subsequent proposed saleconnection with such Required Sellers’ Transfer of Shares.

Drag Along Right. (a) If a Stockholder proposes at any time and from time to Transfer to any Purchaser a number time after the date of shares this Agreement, the holder or holders of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis voting capital stock of the Company (the "Transferred SharesProposed Transferors") thenwish to Transfer in a bona fide arms' length sale all shares of Common Stock and Preferred Stock then owned by them to any Person or Persons who are not Affiliates of the Proposed Transferors (for purposes of this Section 3(a), at the election of such holder or holders (a "Drag Along SellerProposed Transferee"), each other Stockholder the Proposed Transferors shall have the right (each, a the "Drag Drag-Along StockholderRight") shall be required to require each Management Stockholder to sell to such Purchaser the Proposed Transferee all Securities (a "Drag Along Sale") a number of shares of Stock determined for the same per share consideration received by the Drag Along Seller up Proposed Transferor for each such class of capital stock, and with respect to the total number of shares of Stock unexercised Options, less any exercise price payable with respect thereto) then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required Management Stockholders, subject to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid purchase by the Purchaser for each Transferred ShareProposed Transferee. Each Management Stockholders, the number of Transferred Shares agrees to be sold by the Drag Along Seller, the number of shares take all steps necessary to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale shall be on the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required enable him or it to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach of its own representations and warranties. (c) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale of the Transferred Shares owned by the Drag Along Seller or the Drag Along Stockholder in accordance comply with the provisions of this Section 6 shall have been completed3(a), including, if necessary, voting any Securities in favor of the Drag transaction with the Proposed Transferee (whether effected as a merger or otherwise) to facilitate the Proposed Transferors' exercise of a Drag-Along Sale shall be terminated for purposes hereofRight. (db) Simultaneously with To exercise a Drag-Along Right, the consummation Proposed Transferors shall give each Management Stockholder a written notice (for purposes of this Section 3, a "Drag-Along Notice") containing (i) the number of Securities that the Proposed Transferee proposes to acquire from the Proposed Transferors, (ii) the name and address of the sale Proposed Transferee, and (iii) the proposed purchase price, terms of payment and other material terms and conditions of the Transferred Shares Proposed Transferee's offer. Each Management Stockholder shall thereafter be obligated to sell the Securities subject to such Drag-Along Notice, provided that the sale -------- to the Proposed Transferee is consummated within 120 days of delivery of the Drag-Along Notice. If the sale is not consummated within such 120-day period, then each Management Stockholder shall no longer be obligated to sell such Management Stockholder's Securities pursuant to this Section 6 the Drag that specific Drag-Along Seller Right but shall cause the Purchaser to remit directly remain subject to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 63. (c) Notwithstanding anything contained in this Section 3, howeverin the event that all or a portion of the purchase price consists of securities and the sale of such securities to the Management Stockholders 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 successor regulation) or a similar provision of any applicable state securities law, shall remain then, at the option of the Proposed Transferors, the Management Stockholders may receive, in effect for any subsequent proposed salelieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Board, unless, at the request of the Management Stockholders holding a majority of the Shares, the appraisal procedure set forth in Section 3(d) below is invoked.

Drag Along Right. (a) If a Stockholder proposes If, by the IPO Due Date, the Equity Shares of the Company are not listed in accordance with Clause 6.1, then any Other Shareholder (other than QMT), holding more than 6% (six percent) of the Share Capital of the Company, desires to sell all its Shares in the Company (the “Individual Dragging Shareholder”), shall be entitled to require the Other Shareholders and QMT (“Dragged Shareholders”) to sell all but not less than all their Shares to any potential purchaser (“Drag Purchaser”) hereof and the Dragged Shareholders shall be obligated to sell all their Shares, in accordance with the process set out in this Clause 6.3. Provided that, nothing under this Clause 6.3(a) shall restrict SFL from exercising its drag along right under this Clause 6.3 as an Individual Dragging Shareholder, in the event it does not intend to Transfer the SFL Samara Manager Shares, the Creador SFL Drag Price Restricted Shares and SFL New Investor Shares to any Purchaser a number of shares of Stock which represents at least a majority of the outstanding shares of Common Stock on a fully-diluted basis (the "Transferred Shares") then, at the election of such holder or holders (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along Stockholder") shall be required to sell to such Purchaser (a "Drag Along Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of viewPurchaser. (b) The Any exercise of drag by an Individual Dragging Shareholder on the Shares held by Creador, Creador SFL Drag Along Seller Price Restricted Shares and SFL New Investor Shares shall deliver be subject to each Drag Along Stockholder written notice this Clause 6.3(b). If such sale is being undertaken after the IPO Due Date but prior to the expiry of 72 (seventy two) months from the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) aboveClosing Date, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Sharethen, the number Individual Dragging Shareholder shall be entitled to drag the Shares of Transferred Creador and SFL (to the extent of SFL New Investor Shares and the Creador SFL Drag Price Restricted Shares), only in compliance with the following: (i) Creador or SFL (to the extent of Creador SFL Drag Price Restricted Shares), the per share price at which such drag right shall be exercised in relation to the Shares held by Creador and in relation to the Creador SFL Drag Price Restricted Shares held by SFL shall be the higher of (“Creador Valuation Threshold”): (X) an IRR of at least 20% on the Creador Per Share Price, or (Y) 2.5 times the Creador Per Share Price; and (ii) SFL (to the extent of SFL New Investor Shares), the per share price at which such drag right shall be exercised in relation to SFL New Investor Shares held by SFL shall be the higher of (“SFL New Investor Valuation Threshold”): (X) an IRR of at least 20% on the SFL New Investor Per Share Price, or (Y) 2 times the SFL New Investor Per Share Price. The Shares being sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. The Drag Along Sale Dragged Shareholders under Clause 6.3(a) shall be on terms (including price) similar to the same terms on which the Individual Dragging Shareholders are transferring their Shares. It is clarified that the valuation protections prescribed above shall not apply on the Shares held by SFL in the Company other than the Creador SFL Drag Price Restricted Shares and conditions as the sale SFL New Investor Securities. After the expiry of 72 (seventy two) months from the Transferred Closing Date, any Individual Dragging Shareholder shall be entitled to issue a notice and require all the Dragged Shareholders to sell all but not less than all their Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to its due organization, its due authorization and title to the Drag Along Shares and Purchaser. It is clarified that no Shareholder shall only be required have any price protection upon any Transfers under this Clause 6.3 to indemnify for breach the Drag Purchaser after expiry of its own representations and warranties72 months from the Closing Date. (c) IfIn the event any Individual Dragging Shareholder intends to exercise its drag right under this Clause 6.3, within it shall notify in writing to the Company, Other Shareholders and QMT of its intention to do so and require the identification of a potential Drag Purchaser (“Exit Notice”). Within 15 (fifteen) days after from the date of the Exit Notice, a committee shall be formed to identify a potential Drag Purchaser (“Drag Committee”). Any of the Other Shareholders may respectively nominate one representative each on the Drag Along Seller provides Committee and the Drag Along Committee shall be formed consisting of such representatives(along with representative of the Individual Dragging Shareholder); provided that the representative nominated by Creador and SFL New Investors (in the event the SFL New Investors become direct Shareholders in the Company) shall not have the right to exercise any vote in the Drag Committee unless Creador or the SFL New Investor, as the case may be, is an Individual Dragging Shareholder. If at least 2 (two) nominations from the Other Shareholders (the representatives of which are entitled to vote in the Drag Committee) are received including nomination from the Individual Dragging Shareholder, then the Drag Committee shall be deemed to be constituted and all its decisions shall be binding on all Shareholders. However, if such nominations have not been received in 15 (fifteen) days of the Exit Notice, no sale of then, the Transferred Shares owned by Individual Dragging Shareholder(s) shall not be required to follow the process indicated in this sub-Clause (c) for forming the Drag Along Seller or Committee. The Company and QMT shall undertake and be obligated to render all support and assistance required to the Drag Along Stockholder in accordance Committee and the Individual Dragging Shareholder, including providing access to information and meetings with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereofmanagement team and/ or Yum. (d) Simultaneously The Drag Committee shall appoint a merchant banker no later than 2 (two) weeks from the date of its formation and the Drag Committee shall attempt to identify a Drag Purchaser with the consummation help of such merchant banker within a period of 3 (three) months from the date of its formation. The Drag Committee shall identify a strategic and/or a financial buyer (which shall be a Person who is not an Affiliate and/or a Related Party of any of the sale Other Shareholders), determine the best offer, etc. All decisions of the Transferred Shares pursuant to this Section 6 Drag Committee including the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence determination of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested best offer made by the Drag Along StockholderPurchaser shall be approved by majority of the members of the Drag Committee, with each member having one vote; provided that the representative nominated by Creador and SFL New Investors (in the event the SFL New Investors become direct Shareholders in the Company) shall not have the right to exercise any vote in the Drag Committee unless Creador or the SFL New Investor, as the case may be, is an Individual Dragging Shareholder. For the avoidance of doubt, the representatives of GS, CX, Edelweiss and SFL shall have voting rights. All decisions of the Drag Committee shall be minuted and communicated to its members within 7 (seven) days of each meeting. The Drag Committee shall regulate all other matters as it deems fit, in relation to its operation. The determination by the Drag Committee shall be final and binding on the Shareholders and the Company. (e) If the Drag Committee has identified a Drag Purchaser, then, the Individual Dragging Shareholder, on behalf of the Drag Committee shall be entitled to issue a notice (“Drag Notice”) requiring, subject to Clause 6.3(b), all other Shareholders to sell all, and not less than all, of the Shares held by such Shareholder to the Drag Purchaser so identified, at the same price and on the same terms which have been offered to the Individual Dragging Shareholder. Such notice shall be binding on the Shareholders. (f) If, (i) the Drag Committee has not been constituted within 15 (fifteen) days of the date of the Exit Notice; or (ii) if the Drag Committee has even number of members and there is a tie on any matter which cannot be resolved by them within 15 (fifteen) days of such tie; or (iii) the Drag Committee has failed to identity a Drag Purchaser, in accordance with sub-Clause (d) above, within 3 (three) months of the date of its formation, then, any Individual Dragging Shareholder shall have the right to issue a Drag Notice upon receiving a bona fide firm offer from a Drag Purchaser. In any event, if the Drag Committee is dissolved, then the member who initiated the formation of such Drag Committee, may independently continue the process initiated by the Drag Committee and pursue any offer made to the Drag Committee. Notwithstanding anything stated herein, if for any reason whatsoever, the Drag Committee is not constituted in accordance with sub-Clause (c), then, any such Drag Committee shall be subsequently formed only upon written mutual agreement between the Other Shareholders; provided the mutual agreement shall not be required with Creador and SFL New Investors (in the event the SFL New Investors become direct Shareholders in the Company) unless Creador or the SFL New Investor, as the case may be, is an Individual Dragging Shareholder. (g) The Drag Notice shall set out the terms on which shares will be dragged (including the per share price), which terms shall not be less favourable than those offered to the Individual Dragging Shareholder (“Drag Terms”). Subject to Clause 6.3(b), the Drag Notice shall be binding on all the Shareholders. (h) Within a period of 15 (fifteen) days from the Drag Notice, any other Individual Dragging Shareholder can provide a better firm offer/terms than the Drag Terms (“Alternate Offer”). In case multiple Alternate Offers are provided by Individual Dragging Shareholders, then for the purpose of drag under this Clause 6.3, the Alternate Offer which offers the highest per share price to the Shareholders shall deemed to be the “Better Alternate Offer” for the purpose of drag and shall, subject to Clause 6.3(b) be binding on all Shareholders. (i) If no Alternate Offer is received within 15 (fifteen) days from of date of the Drag Notice, then, subject to Clause 6.3(b), all Shareholders will be obligated to transfer their Shares in terms of the Drag Notice to the Drag Purchaser on the Drag Terms. In the event an Alternate Offer or Better Alternate Offer, as the case may be, is received within the said period of 15 (fifteen) days, the Individual Dragging Shareholder which has received the Alternate Offer or Better Alternate Offer, as the case may be, shall, subject to Clause 6.3(b), be entitled to require the Dragged Shareholders to sell all, and not less than all, the Shares of the Dragged Shareholders, by issuing a Drag Notice. (j) The Transfer under sub-Clause (d) or sub-Clause (f) or sub-Clause (h), as the case may be, shall be completed, as soon as possible, but no later than 45 (forty-five) days from the issue of the Drag Notice. This period shall stand extended for approval required from Yum or any approval from a Government Authority. (k) Any exercise of drag along right under this Clause 6.3 on Shares held by QMT and SFL shall be subject to compliance with the requirements of Clauses 5.1(b) and 5.11. Without prejudice to the foregoing, in the event QMT is required to only sell a part of its shareholding in the Company, then QMT may at its option tag along up to all of its remaining shares in the Company by giving a notice to the Shareholder(s) exercising the drag of not less than 15 (fifteen) days. It is also agreed that: (a) In the event Creador issues an Exit Notice in accordance with Clause 6.3(c), the rights available with Creador under Clause 5.11 on occurrence of a CoC Transaction shall fall away; and (b) In the event SFL issues an Exit Notice in accordance with Clause 6.3(c) to the effect that the drag along rights under this Clause 6.3 are proposed to be exercised in relation to the SFL New Investor Shares of any SFL New Investor, the rights available with such SFL New Investor under Clause 5.11 on occurrence of a CoC Transaction shall fall away. (l) Subject to Clause 5.11, subsequent to sale of Shares of QMT in the manner specified in Clause 6.3: (i) for the remaining Shares held by it in the Company, QMT shall be deemed as an Other Shareholder and shall be entitled to exercise only such rights as are mentioned in Clause 5.11; (ii) the obligations of QMT as set out under Clause 5.1(b) shall cease to apply; and (iii) the Company shall undertake transactions with a Related Party (including any mergers, change of control events, acquisitions or sale of assets, in each case, involving any Related Party) only on an arms’ length basis and at or above the fair market value. (m) Upon receipt of a Drag Notice, the Company, QMT and the Dragged Shareholders shall take all such actions as may be required, provide its full cooperation including execute all such documents, and do and perform, and cause to be done and performed such further acts and things as may be necessary in order to give full effect to the drag right under this Clause 6.3, in a timely manner and in any event within such time period as may be specified in the Drag Notice, in order to successfully complete the drag sale contemplated in this Clause 6.3, including with respect to complying with the requirements of the Yum Documents. For purposes of this Clause 6.3(l), "fair market value" shall be determined by an independent valuer selected by the Board from amongst the Big 4 Firms. (n) Any exercise of drag along right under the provisions of this Section 6Clause 6.3 shall be subject to the compliances and requirements under the Yum Documents. (o) Notwithstanding anything in the Transaction Documents, howeverall rights and obligations of QMT (including the obligations of QMT towards Yum) under the Transaction Documents and Yum Documents shall stand automatically assigned to the Drag Purchaser in the manner specified in Clause 17.7.5. (p) Nothing under this Clause 6.3 shall apply and this Clause 6.3 shall stand nullified and of no effect upon CoC Transaction being consummated pursuant to this Clause 6.3. (q) The Parties agree that, on any exercise of drag under this Clause 6.3, the Individual Dragging Shareholders and the members of the Drag Committee shall remain make best efforts to ensure that the Tax exposure of the Dragged Shareholders on the sale of their Shares in effect for any subsequent proposed salethe Company is to as little as reasonably possible.

Drag Along Right. (ai) If the Required Holder (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 Stockholder proposes sale of stock, Purchaser shall agree to Transfer 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 a number shall take all necessary and desirable actions in connection with the consummation of shares an Approved Sale. As used herein, the term “Required Holder” means, as of Stock which represents at least a majority any date, any one or more of the outstanding shares ▇▇▇▇▇▇ 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 on 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 fully-diluted basis holder of any securities referred to in clause (3) of paragraph (i) above, (I) in the "Transferred Shares"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) then, at the election of same securities or other property that such holder would have received if such holder had converted, exchanged or holders 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 "Drag Along Seller")security convertible or exchangeable for, each or option, warrant or right to purchase, capital stock or other Stockholder securities of a successor entity having substantially equivalent value, or (eachII) in the case where such securities are not vested, a "Drag Along Stockholder"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 sell make substantially the same representations and warranties (but only to the extent that such representations and warranties relate to Purchaser’s ownership of Shares and his authority to execute such documents), customary covenants and other agreements, to the extent reasonably related to the Approved Sale, as the Required Holder has agreed to make in connection with the proposed Approved Sale. Purchaser acknowledges that his 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 "Drag Along pro rata basis in any indemnification or other obligations that the Required Holder agrees to provide in connection with such Approved Sale") a number of shares of Stock determined by the Drag Along Seller up to the total number of shares of Stock then held by such Drag Along Stockholder (the "Drag Along Shares"). If the percentage of any Drag Along Stockholder's Stock required to be sold as Drag Along Shares exceeds the percentage of the Drag Along Seller's Stock to be sold to ; provided, however, that Purchaser in a Drag Along Sale, Drag Along Seller, shall, at its sole expense, arrange for the delivery of a fairness opinion by an investment banking firm of nationally recognized standing acceptable to such Drag Along Stockholder (which acceptance shall not be unreasonably withheld or delayed). Such fairness opinion shall confirm that the terms of the Drag Along Sale are fair to the Drag Along Stockholders from a financial point of view. (b) The Drag Along Seller shall deliver to each Drag Along Stockholder written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 6.2(a) above, which notice shall set forth the consideration to be paid by the Purchaser for each Transferred Share, the number of Transferred Shares to be sold by the Drag Along Seller, the number of shares to be sold by each Drag Along Stockholder, and the other terms and conditions, if any, of such transaction. Pending consummation of the Drag Along Sale, the Drag Along Seller shall promptly notify each Drag Along Stockholder of any changes in the proposed timing for the Drag Along Sale and any other material developments obligated in connection therewith. The Drag Along with such Approved Sale shall be on to agree to indemnify or hold harmless any person with respect to (1) the same terms and conditions as the sale of the Transferred Shares by the Drag Along Seller. The Drag Along Stockholder shall only be required to give representations and warranties as to of any other holder of Common Stock regarding its due organization, its due authorization and title to the Drag Along Shares and shall only be required to indemnify for breach ownership of its own representations and warranties. Common Stock or (c2) If, within 15 days after the Drag Along Seller provides the Drag Along Notice, no sale an amount in excess of the Transferred Shares owned net proceeds received by the Drag Along Seller or the Drag Along Stockholder Purchaser in accordance connection with the provisions of this Section 6 shall have been completed, the Drag Along Sale shall be terminated for purposes hereofsuch Approved Sale. (d) Simultaneously with the consummation of the sale of the Transferred Shares pursuant to this Section 6 the Drag Along Seller shall cause the Purchaser to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and terms and conditions, if any, thereof as may reasonably be requested by the Drag Along Stockholder. (e) The provisions of this Section 6, however, shall remain in effect for any subsequent proposed sale.