Common use of Drag Along Right Clause in Contracts

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2.

Drag Along Right. In (a) Following compliance with the procedures of Section 2.3, in the event one or more Stockholders holding more than 50% (or, to the holders of a majority extent that at such time the Investor Holders own less than 60% of the Company’s voting capital stock then outstanding shares of common stock, Investor Holders holding more than 40%) of the outstanding shares of Common Stock in the aggregate (the “Majority Shareholders”"Transferor") determine propose to sell Transfer for cash or otherwise dispose of all marketable equity securities traded or substantially quoted on a national exchange or quotation system all of the assets shares of Common Stock held by the Company or all or fifty percent Transferor to a third party that (50%i) or more of the capital stock of the Company to any Person (other than is not an Affiliate of the Company Transferor and (ii) in the event the Transfer (in whole or any in part) is in exchange for marketable equity securities, the issuer of the Majority Shareholderssuch securities has an equity market capitalization of at least $1,000,000,000 (a "Transferee"), such Transferor or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and deliveredsuch Transferee, to the Buyerextent authorized by such Transferor, his may require the Other Stockholders and any Investor Holders to participate in such Transfer and sell or her transfer all the Shares issued under held by such Stockholders in the Plan that manner and on the same terms and conditions (or on terms and conditions, in the case of Class B Common Stock, appropriately adjusted to account for the applicable rights upon liquidation) as such Transferor (the "Drag-Along Right"). (b) No later than twenty (20) days prior to the consummation of the Transfer, the Transferor shall deliver a written notice to the Other Stockholders (and any Investor Holder) specifying the names and address of the proposed parties to such Transfer and the terms and conditions thereof. In the event such written notice is given, any warrants and options held by each Stockholder which are then presently held by such Holder exercisable (or that will be issued become exercisable as a result of the transaction that is the subject of the notice), shall be exercised by the Stockholders for Common Stock, which Common Stock shall also be subject to the Drag-Along Right, and such options and warrants to the extent not then exercisable (or to the extent such options and warrants would not become exercisable as a result of such transaction) shall automatically be cancelled. The closing of the Transfer shall be held at such time and place as the Transferor or the Transferee shall reasonably specify. Prior to or at such closing, each Stockholder shall deliver stock certificates representing its Shares, duly endorsed for transfer, and each such Stockholder shall represent and warrant that (i) such Stockholder is the record and beneficial owner of such Shares and (ii) such Shares are being transferred free and clear of any liens, charges, claims or encumbrances (other than restrictions imposed pursuant to applicable Federal and state securities laws and this Agreement). Each Stockholder agrees to take all actions necessary and desirable in connection with the consummation of the Transfer, including without limitation, the waiver of all appraisal rights available to any such transaction on substantially the same terms Stockholder under applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion law, and shall make such additional representations and warranties as shall be customary in transactions of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2a similar nature.

Drag Along Right. In the event that the Board and the holders of at least a majority of the Company’s outstanding shares of Preferred Stock (voting capital stock then outstanding as a single class on an as-converted basis) (the “Majority ShareholdersRequisite Holders”) determine to sell approves a Deemed Liquidation Event (as defined in the Restated Certificate) or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (transaction in which 50%) % or more of the capital stock voting power of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction Stock is transferred (a “SaleDrag-Along Event”), then, so long as the liability of each Holder stockholder in such transaction is several (and not joint) and does not exceed the stockholder’s pro rata portion of Shares issued any claim and the consideration to be paid to the stockholders in such transaction will be allocated as if the consideration were the proceeds to be distributed to the Company’s stockholders in a liquidation under the PlanCompany’s then-current Certificate of Incorporation, shall be obligated each Investor hereby agrees to and shall upon the vote (in person, by proxy or by action by written request consent, as applicable) all shares of the Majority Shareholders: (a) sell, transfer and deliver, Stock now or cause to be sold, transferred and delivered, to the Buyer, his hereafter directly or her Shares issued under the Plan that are then presently held indirectly owned of record or beneficially by such Holder or that will be issued as a result of any Investor in favor of, and adopt, such transaction on substantially the same terms applicable Drag-Along Event and to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Drag-Along Event as shall reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions provision of this 9.2Section 2.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to participate in a Drag-Along Event pursuant to this Section shall not apply to a Deemed Liquidation Event, where the other party involved in such transaction is an affiliate or stockholder holding more than 20% of the voting power of the Company.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 10.2.

Drag Along Right. 2.1.1 In the event the holders of a majority bona fide firm offer from an unaffiliated third party which, if consummated, would result in such third party owning at least fifty (50) per cent of the Company’s voting capital stock all Shares then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all regardless of the assets form of transaction proposed in such offer), and provided that the Majority Shareholders accept such offer (or the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of certifies that the Majority Shareholders), or Shareholders are required to cause accept the Company offer pursuant to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of agreement among the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Trade Sale”), each the Holder of Shares issued under the Planhereby irrevocably agrees, shall be obligated to and shall upon the on written request of by the Majority ShareholdersCompany, to: (a) selltransfer the same pro rata share of its Shares, transfer and deliveron a fully diluted basis, or cause to be sold, transferred and delivered, to as the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction transferring Majority Shareholders on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and conditions; (b) if a shareholder approval is required, vote (in person, by proxy or by action by written consent, as applicable) all his/her/its Shares in favour of, and adopt, such Trade Sale or any measures required for its execution and consummation; (c) execute and deliver such instruments of conveyance and transfer all related documentation and take such other actionaction in support of the Trade Sale as shall reasonably be requested by the Company and/or any Majority Shareholder; (d) refrain from exercising any dissenters’ rights, including voting rights of appraisal or similar rights under applicable law at any time with respect to such Shares Trade Sale; and (e) in favor the event that the sellers, in connection with such Trade Sale, appoint a shareholder representative with respect to matters affecting the shareholders under the applicable definitive transaction agreements pending and following consummation of such Trade Sale, consent to: (i) the appointment of such shareholder representative, (ii) the establishment of any applicable escrow, expense or similar account in connection with any indemnification, purchase price adjustment or similar obligations, and (iii) the payment of such shareholder’s pro rata portion (from the applicable escrow or expense account or otherwise) of any and all reasonable fees and expenses to such shareholder representative in connection with its services and duties in connection with such Trade Sale. 2.1.2 Notwithstanding the foregoing, Holder shall not be required to comply with Section 2.1.1 in connection with any proposed Trade Sale proposed unless: (a) except as provided for in paragraph (b) below, the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with such Trade Sale, other than the Company; (b) the liability for indemnification, if any, of the Holder in such Trade Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Trade Sale, is several and not joint with any other person or entity (except to the extent that funds may be deposited in and paid out of an escrow established to cover breach of representations and warranties), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to the Holder in connection with such Trade Sale; and (c) liability shall be limited to the Holder’s applicable share of a negotiated aggregate indemnification amount that applies equally to all stockholders of the Company participating in such Trade Sale but that in no event exceeds the amount of consideration otherwise payable to the Holder in connection with such Trade Sale, except with respect to claims related to fraud or wilful misconduct by the Holder, the liability for which need not be limited as to the Holder; provided that Holder agrees to be responsible for any additional reasonable costs incurred by the Company or a Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or Shareholder directly related documents as to ensuring that such Trade Sale complies with the Majority Shareholders or the Buyer may reasonably require conditions set forth in order to carry out the terms and provisions of this 9.2Section 2.1.2.

Drag Along Right. In (i) Prior to a Qualified IPO, if the event Management Holdcos Majority and the holders of a majority of the Company’s voting capital stock then outstanding Preferred Shareholder Majority (the “Majority Accepting Shareholders”) determine to sell ), approve and notify the Company in writing of a proposed Share Sale or otherwise dispose Deemed Liquidation Event, whether by way of all merger, consolidation, sale of assets, control share acquisition or substantially all of the assets other transaction in which Control of the Company is transferred, which values the Company at or above US$300 million (each such event, a “Drag Along Event”), then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Drag Along Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, vote all or fifty percent (50%) or more of the capital stock such Shareholder’s voting Equity Securities of the Company in favor of, otherwise consent in writing to, and/or otherwise sell or transfer all of its Equity Securities in such Drag Along Event (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any Person shares in the event that such Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Accepting Shareholders. (other than an Affiliate of the Company or any of the Majority Shareholders), or ii) Each Shareholder agrees to cause the Company to merge make representations and warranties in connection with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: such proposed Drag Along Event regarding (a) sell, transfer ownership and deliver, or cause authorization to sell the shares to be sold, transferred sold by itself and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued (b) no existence of any material violation as a result of such sale under any material agreement to which such Shareholder is a party. (iii) Each Shareholder agrees to obtain any consents or approvals in order to facilitate to transfer its Equity Securities of the Company pursuant to Section 6.5(i) without significant expenses and to pay its pro rata share of expenses incurred in connection with the transaction on substantially contemplated pursuant to this Section 6.5. (iv) In furtherance of the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securitiesforegoing, the redemption of redeemable securities each such Shareholder agrees to, and the exercise Company is hereby expressly authorized by each such Shareholder to take on such Shareholder’s behalf (without receipt of exercisable securities as well as any further consent by such Shareholder), any or all of the relative preferences and priorities following actions: (a) vote all of preferred stock); and (b) execute and deliver the voting Equity Securities of the Company of such instruments of conveyance and transfer and take such other action, including voting such Shares Shareholder in favor of any Sale such proposed by Drag Along Event; (b) otherwise consent on such Shareholder’s behalf to such proposed Drag Along Event; (c) sell all of such Shareholder’s Equity Securities of the Majority Shareholders and executing any purchase agreementsCompany in such proposed Drag Along Event, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out accordance with the terms and provisions conditions of this 9.2Section 6.5 and/or (d) act as such Shareholder’s attorney-in-fact in relation to any such proposed Drag Along Event and have the full authority to sign and deliver, on behalf such Shareholder, share transfer certificates, share sale or exchange agreements and certificates of indemnity relating to any Shares in the event that such Shareholder has lost or misplaced the relevant share certificate. Each Shareholder furthermore agrees to take all necessary actions in connection with the consummation of such Drag Along Event as reasonably requested by the Accepting Shareholders, including without limitation entering into all customary agreements and other documents as may be requested by the Accepting Shareholders to close the Drag Along Event.

Drag Along Right. In the event that the holders Investor is entitled to exercise its right of first offer pursuant to Section 3.1, but the Company is permitted to, and determines to, proceed with an Alternative Transaction under and in accordance with Section 3.2, upon the written request of the Company following delivery to the Investor of the Alternative Transaction Notice, the Investor shall (a) consent to and vote its Investor Shares in favor of, and use its reasonable best efforts to cause (subject to the Investor Director’s fiduciary duties and other applicable Law) the Investor Director to vote in favor of, the Alternative Transaction, (b) waive any dissenters’, appraisal and similar rights, if any, with respect thereto, and (c) if the Alternative Transaction involves a majority transfer of Securities, agree to sell a percentage of the Investor Shares beneficially owned by the Investor and/or its Affiliates at that time equal to the percentage of the total Securities (on a fully-diluted basis) to be sold in the Alternative Transaction, on the terms and conditions of Alternative Transaction; provided that (i) the counterparties in the Alternative Transaction are third parties which are not Affiliates of the Company’s voting capital stock then outstanding , (the “Majority Shareholders”ii) determine to sell or otherwise dispose of all or substantially all 100% of the assets consideration to be paid in the Alternative Transaction is comprised of cash and/or shares which are publicly traded and listed on an internationally recognized stock exchange, or to the extent that any consideration to be paid in the Alternative Transaction is comprised of consideration other than cash and/or shares which are publicly traded and listed on an internationally recognized stock exchange, the Investor shall be entitled to receive the cash equivalent of such consideration as of the date the Alternative Transaction is consummated, (iii) the Board has approved or recommended the Alternative Transaction, (iv) the Company or all or fifty percent consummates the Alternative Transaction within four (50%4) or more months after last day of the capital stock Exercise Period (subject to extension solely to extent necessary to obtain any required regulatory approvals or Shareholder approval required to consummate such Alternative Transaction), and (v) the Investor shall not (A) be liable for any matters that relate to any other seller or party to the Alternative Transaction (other than any of its Affiliates), (B) be required to provide any representations, warranties or indemnities that relate to any matters other than with respect to the organization and ability to consummate the Alternative Transaction of the Company Investor and any of its Affiliates, as applicable, and title to shares being sold by the Investor and any of its Affiliates, as applicable, (C) be required to agree that the Investor, AGHL, YF Fund or any of their respective Affiliates shall become subject to any Person non-competition, non-solicitation or similar agreement, or (D) have any liability with respect to any indemnification or other obligations related to the Alternative Transaction that would be joint and several with any other person (other than an Affiliate of the Company Investor) or would involve any of potential liability that would exceed the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause consideration to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed received by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Investor in order to carry out the terms and provisions of this 9.2such Alternative Transaction.

Drag Along Right. In the event that each of (i) the holders of a majority of the Company’s voting capital stock shares of Common Stock then outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series Seed Preferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series Seed Preferred Stock then outstanding and (iii) the Board approve a Deemed Liquidation Event (as defined in the Restated Charter), then each Stockholder (as defined herein) hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerShares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as shall reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions provision of this 9.2Section 5.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 shall not apply to a Deemed Liquidation Event where the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. “Stockholder” shall mean each Holder and Key Holder, and any transferee thereof.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock Common Stock (or Common Stock equivalents) then outstanding (the “"Majority Shareholders”") determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company owned by the Majority Shareholders in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “"Buyer”") in a bona fide negotiated transaction (a “"Sale”"), each Holder the Optionee, including any of Shares issued under the Planhis or her successors as contemplated herein, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (subject to Sections 6 and 8): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that are then presently held by such Holder or that will be issued as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable vested securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 10. The provisions of this Section 10 shall terminate upon the completion of an Initial Public Offering.

Drag Along Right. In the event that each of (i) the holders of a majority of the Company’s voting capital stock shares of Common Stock then outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series Seed Preferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series Seed Preferred Stock then outstanding and (iii) the Board approve a Deemed Liquidation Event (as defined in the Restated Charter), then each Holder and Key HolderStockholder (as defined herein) hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person (other than an Affiliate now or hereafter directly or indirectly owned of the Company record or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held beneficially by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders Key HolderStockholder (with appropriate adjustments to reflect the conversion of convertible securitiescollectively, the redemption of redeemable securities “Shares”) in favor of, and the exercise of exercisable securities as well as the relative preferences adopt, such Deemed Liquidation Event and priorities of preferred stock); and (b) to execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as shall reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions provision of this 9.2Section 5.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 shall not apply to a Deemed Liquidation Event where the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. “Stockholder” shall mean each Holder and Key Holder, and any transferee thereof.

Drag Along Right. (a) In connection with a Change of Control Transaction, the event Company shall have the right to require each Stockholder (i) to convert such Stockholder’s shares of Convertible Stock, if any, into Common Stock, and (ii) to participate in such Change of Control Transaction on the same terms, conditions and price per share of Common Stock as those applicable to the other holders of a majority Common Stock of the Company (with respect to their Common Stock). In addition, upon the request of the Company’s voting capital stock then outstanding (, the “Majority Shareholders”) determine Stockholders agree to sell vote in favor of such Change of Control Transaction, or otherwise dispose any sale, lease or exclusive license of all or substantially all of the Company’s assets (directly or indirectly) to one or more Persons who are not Affiliates of the Company in a transaction or series of related transactions approved by the Board, and the Company shall have the right to require each Stockholder to vote for, consent to and raise no objection to any such transaction (or transactions); and if such right is exercised by the Company, each Stockholder shall vote all of its Common Stock in favor of, and shall raise no objection to, any such transaction (or fifty percent transactions). In the event that the Company exercises its rights pursuant to this Section 5, (50%i) or no Stockholder will be obligated to pay more than its pro rata share of transaction expenses incurred (based on the proportion of the capital stock aggregate transaction consideration received) in connection with such Change of Control Transaction to the extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the Company or the acquiring party (expenses incurred by or on behalf of a stockholder for its sole benefit not being considered expenses incurred for the benefit of all stockholders) and (ii) any representations and warranties made by and indemnifications provided by the Stockholders will be on a several and not a joint basis with Stockholders and other stockholders of the Company participating in such transaction. (b) In the event that the Company desires to any Person (other than an Affiliate exercise its rights pursuant to this Section 5, the Company shall notify each Stockholder in writing of the Company or any proposed Transfer no less than fifteen (15) Business Days prior to the contemplated consummation date of the Majority Shareholdersproposed Transfer or transaction (the “Drag Notice”). Such notice shall set forth: (i) a description of the proposed Transfer or other transaction, (ii) the name of the proposed purchaser, and (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the proposed purchaser. Any proposed Transfer or transaction pursuant to cause this Section 5 that is not consummated within one hundred twenty (120) days following the date of the Drag Notice, shall again be subject to the notice provisions of this Section 5(b) and shall require compliance by the Company to merge with or into or consolidate the procedures described in this Section 5(b). (c) To the extent in conflict with any Person (other than an Affiliate the provisions of the Company or any of the Majority Shareholders) (in each casethis Section 5, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder provisions of Shares issued under the Plan, shall be obligated Sections 4 and 6 are subordinate to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, not apply to any Transfer or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed rights contemplated by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 5.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock Common Stock (or Common Stock equivalents) then outstanding (the “"Majority Shareholders”") determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company owned by the Majority Shareholders in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “"Buyer”") in a bona fide negotiated transaction (a “"Sale”"), each Holder the Optionee, including any of Shares issued under the Planhis or her successors as contemplated herein, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (subject to Sections 6 and 8): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that are then presently held by such Holder or that will be issued as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable vested securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 11. The provisions of this Section 11 shall terminate upon the completion of an Initial Public Offering.

Drag Along Right. In If, at any time subsequent to the event date hereof, the holders of stockholders owning shares representing at least a majority of the Company’s voting power of all outstanding shares of Company capital stock (on a fully diluted basis) then outstanding owned by all the stockholders (the “Selling Majority ShareholdersStockholders”) determine jointly to (A) sell or exchange (in a business combination or otherwise) any of their shares in one or a series of bona fide arms-length transactions to a third party who is not an Affiliate or an associate of the Selling Majority Stockholders (the “Third Party”), or (B) enter into a transaction pursuant to which the Company agrees to merge with or into another entity or agrees to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (case a “SaleCorporate Transaction”), each Holder then, upon thirty (30) days written notice from the Selling Majority Stockholders, which notice shall include reasonable details of Shares issued under the Planproposed sale or exchange, including the proposed time and place of closing and the consideration to be received by the stockholders (such notice being referred to as the “Sale Request”), the Selling Majority Stockholders may require that the Stockholder shall be obligated to to, and shall upon the written request of the Majority Shareholders: (ai) sell, transfer Transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party, in the Buyer, his same transaction at the closing thereof the same percentage of the Stockholder’s Shares as is equal to the percentage of the shares of Company capital stock (in each case assuming the conversion and exercise of all securities convertible into or her Shares issued under exercisable for Common Stock) owned by the Plan Selling Majority Stockholders as of the date of the Sale Request that are then presently held being sold by the Selling Majority Stockholders in such Holder transaction or that will be issued as a result transactions, (ii) deliver certificates for all of his Shares at the closing, free and clear of all claims, liens and encumbrances, (iii) upon request, consent to the cancellation of any and all vested stock options issued to such transaction on substantially Stockholder by the same terms applicable Company for an amount per underlying Share equal to the Majority Shareholders difference between the consideration per Share referenced in the preceding clause (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities i) and the exercise price of exercisable securities as well as the relative preferences and priorities of preferred stock); such vested stock options, and (biv) execute and deliver such instruments if stockholder approval of conveyance and transfer and take such other actionthe transaction is required, including voting such vote his Shares in favor thereof. Each Stockholder (including the Selling Majority Stockholders) shall receive the same consideration per share of Company capital stock upon any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order sale pursuant to carry out the terms and provisions of this 9.2Section 8.

Drag Along Right. In If the event the Company’s board of directors and holders of a majority of the Company’s voting capital stock then outstanding shares of Series A Preferred Stock (the “Majority ShareholdersInitiating Sellers”) determine agree to sell (a) the acquisition of the Company by another entity by means of a merger, consolidation or otherwise dispose bona fide sale of securities resulting in the exchange of the outstanding shares of the Company for securities or consideration issued by the acquiring corporation that results in the transfer of more than 50% of the outstanding voting power of the Company or (b) the sale of all or substantially all of the Company’s assets (any such transaction a “Change of Control Transaction”), then each holder of Class B Common Stock hereby agrees: (i) to vote all shares held by such stockholder in favor of such merger, consolidation or sale on the same terms and conditions as approved by the Initiating Sellers; (ii) to sell pursuant to such transaction all Company securities held by such stockholder; and (iii) to take any such other actions, including the timely delivery of documents and instruments, as may be required to effect such sales, in each case subject to the following conditions: (a) no stockholder will be required to make any representation, covenant or warranty in connection with the Change of Control Transaction, other than as to such stockholder’s ownership and authority to sell, free of liens, claims and encumbrances, the shares of Class B Common Stock proposed to be sold by such Stockholder; (b) the liability for indemnification, if any, of such stockholder in the Change of Control Transaction is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all Stockholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with the Change of Control Transaction; (c) the consideration payable with respect to each share in each class or all series as a result of such Change of Control Transaction is the same (except for cash payments in lieu of fractional shares) as for each other share in such class or fifty percent series; (50%d) or more each class and series of the capital stock of the Company will be entitled to any Person receive the same form of consideration (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall and be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, subject to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued same indemnity and escrow provisions) as a result of any such transaction on substantially Change of Control Transaction; and (e) the same terms applicable payment with respect to each share of Class B Common Stock is an amount at least equal to the Majority Shareholders (amount payable in accordance with appropriate adjustments the Company’s certificate of incorporation, as amended from time to reflect time, if such Change of Control Transaction were deemed a liquidation, dissolution or winding up within the conversion meaning of convertible securitiesArticle V, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 3 thereof.

Drag Along Right. In (i) If, before the event consummation of an Initial Public Offering (as hereinafter defined), CHP, alone or together with one or more of the holders other Stockholders (collectively, the "Majority Stockholders"), proposes to sell any or all of the shares of Common Stock and/or Preferred Stock owned by them in a bona fide transaction to an unaffiliated third party (regardless of whether such disposition is by means of a majority sale of such shares of Common Stock and/or Preferred Stock, a merger of the Company’s voting capital stock then outstanding (Company in which the “Majority Shareholders”) determine shares of Common Stock and/or Preferred Stock are converted into the right to sell receive cash, or otherwise dispose a sale of all or substantially all of the assets of the Company or all or fifty percent (50%) or more and a subsequent distribution of the capital stock proceeds therefrom), the Majority Stockholders shall be entitled, by delivery of 30 days' prior written notice to all of the Company to any Person (other than an Affiliate Stockholders, specifying the name and address of the Company or any proposed parties to such transaction and the terms thereof, to require each such Stockholder to sell the same percentage of the shares Common Stock and/or Preferred Stock held by him, her or it for the equivalent consideration per share and otherwise upon the same terms as such Majority Shareholders), or Stockholders in the proposed transaction. (ii) The closing of any transaction pursuant to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of this Section 5(b) shall be held at such time and place as the Majority Shareholders) (in each caseStockholders shall reasonably specify. At such closing, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder selling Stockholders shall deliver stock certificates representing the shares of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause Common Stock and/or Preferred Stock to be sold, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, if any, against payment of the purchase price therefor, and the shares of Common Stock and/or Preferred Stock to be transferred shall be free and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result clear of any liens, charges, claims or encumbrances (other than restrictions imposed pursuant to applicable federal and state securities laws), and each selling Stockholder shall so represent and warrant. Each selling Stockholder shall further represent and warrant that he, she or it is the beneficial owner of such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion shares of convertible securities, the redemption Common Stock and/or Preferred Stock and shall make such additional representations and warranties as shall be customary in transactions of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2a similar nature.

Drag Along Right. In If a Deemed Liquidation Event (as defined in the event Restated Charter) is approved by each of (i) the holders of a majority of the Company’s voting capital stock then shares of Common Stock then-outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series Seed Preferred Stock), (ii) to the extent that no prior Series Seed Failure to Invest has occurred, the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series Seed Preferred Stock then-outstanding and (iii) the Board, then each Stockholder shall vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerShares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as may reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order Company to carry out the terms and provisions provision of this 9.2Section 5.3, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 will not apply to a Deemed Liquidation Event if the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. “Stockholder” means each Holder and Key Holder, and any transferee thereof.

Drag Along Right. In (a) If, at any time prior to an Initial Public Offering, (i) a Parent Drag-Along Notice is delivered or (ii) the event Parent Stockholders desire to Transfer Shares (each, a “Drag-Along Sale”), that, as to clause (ii) only and together with any Shares previously Transferred, represent fifty percent (50%) or more of the holders aggregate number of Shares owned by the Parent Stockholders to one or more third parties (each, a majority “Third-Party Purchaser”), then the Parent Stockholders shall have the right to require the Management Stockholders (A) other than in respect of the Phantom Stockholders (solely in their capacity as such), if such Transfer is structured as a sale of capital stock of the Company’s voting capital stock then outstanding , to Transfer, or cause to be Transferred, to the Third-Party Purchaser the number of shares of Common Stock determined in accordance with Section 2.6(a), (the “Majority Shareholders”B) determine to sell or otherwise dispose if such Transfer is structured as a merger, consolidation, sale of all or substantially all of the assets of the Company or all other transaction requiring the consent or fifty percent (50%) or more approval of the capital stock Stockholders, to vote all of the Company Shares held by the Management Stockholders in favor thereof, and otherwise to consent to and raise no objection to such transaction, and the Management Stockholders shall waive any Person dissenters’ rights, appraisal rights or similar rights which the Management Stockholders may have in connection therewith, (C) other than an Affiliate in respect of the Company or any of the Majority ShareholdersPhantom Stockholders (solely in their capacity as such), or if such Transfer is in connection with a Parent Drag-Along Sale, to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliverTransfer, or cause to be soldTransferred, transferred in connection with the Drag-Along Sale, the number of shares of Common Stock determined in accordance with Section 2.6(a) and delivered(D) as to the Phantom Stockholders (solely in their capacity as such), to Transfer, or cause to be Transferred, to the Buyer, his or her Shares issued under Third-Party Purchaser the Plan that are then presently held by such Holder or that will number of shares of Common Stock to be issued to settle a Phantom Stock award immediately prior to and as a result of any such transaction on substantially Drag-Along Sale computed in accordance with Section 6(a) of the Phantom Stock Plan. The rights of the Parent Stockholders under this Section 2.3 shall be exercisable by written notice (a “Drag-Along Notice”) delivered by the Parent Stockholders to the Management Stockholders, which shall state (1) that a Parent Drag-Along Notice has been delivered or that the Parent Stockholders propose to effect a Drag-Along Sale, (2) the number of Shares and the Percentage Interest of the Parent Stockholders (or the Parent Transfer Percentage Interest) proposed to be Transferred, (3) the proposed purchase price to be paid by the Third-Party Purchaser for the Shares to be Transferred and (4) the other principal terms of the Drag-Along Sale. The Management Stockholders agree, upon receipt of a Drag-Along Notice, (x) to be bound by the same terms terms, provisions and conditions in respect of the Drag-Along Sale as are applicable to the Majority Shareholders Parent Stockholders (with appropriate adjustments to reflect the conversion of convertible securitiesor, if applicable, the redemption Members) and (y) to be obligated to sell the number of redeemable securities shares of Common Stock as determined in accordance with this Section 2.3(a) and to take all reasonably necessary actions to cause the exercise consummation of exercisable securities as well as the relative preferences and priorities proposed transaction, including voting (pursuant to clause (B) of preferred stock); and the first sentence above) in favor of such transaction. (b) In connection with any proposed Drag-Along Sale: (i) prior to the consummation of any such proposed Drag-Along Sale, the Management Stockholders shall execute any purchase or sale agreement and any other certificate, instrument and agreement reasonably requested by the Parent Stockholders or the Third-Party Purchaser to consummate the proposed Drag-Along Sale, containing terms no less favorable to the Management Stockholders than those executed by the Parent Stockholders (or the Members) with respect to the Shares (or the Units) proposed to be Transferred by the Parent Stockholders (or the Members) in connection with such Drag-Along Sale. For the avoidance of doubt, the Management Stockholders shall be required (A) to bear, to the extent not borne by the Company, their pro rata share (based upon the percentage of the total consideration to which each such Person is entitled in respect of the Drag-Along Sale) of any indemnities, escrows, holdbacks or adjustments in purchase price established pursuant to the agreement evidencing such Transfer and (B) to make such representations, warranties and covenants and enter into such agreements customarily made or entered into in similar transactions; (ii) the Parent Stockholders and each Management Stockholder shall bear their respective pro rata share (based upon the percentage of the total consideration to which each such Person is entitled in respect of the Drag-Along Sale) of the costs incurred in connection with such Drag-Along Sale to the extent such costs are incurred for the benefit of the Parent Stockholders (or the Members) and the Management Stockholders and are not otherwise paid by the Company or the Third-Party Purchaser, with the understanding that the Company shall pay such costs unless prohibited from doing so by the terms of the transaction; provided, however, that costs incurred by each Member, Parent Stockholders and Management Stockholder, as applicable, on their own behalf shall not be considered to be costs of the transaction hereunder; (iii) at the closing of any Drag-Along Sale, the Management Stockholders shall deliver to the Parent Stockholders or the Third-Party Purchaser such instruments of conveyance and transfer and take such other actionTransfer as shall be requested by the Parent Stockholders or the Third-Party Purchaser with respect to the Shares of the Management Stockholders to be Transferred, against receipt of the purchase price therefor, including voting such certificates representing the Shares of the Management Stockholders to be Transferred, which shall be duly endorsed for Transfer with all applicable stock transfer tax stamps attached, paid or otherwise provided for by the Management Stockholders; (iv) the consideration payable in favor respect of each share of Common Stock in connection with any Drag-Along Sale shall equal the consideration payable in respect of each share of Common Stock Transferred by the Parent Stockholders or, if in connection with a Parent Drag-Along Sale, the consideration payable in respect of each Class A Unit Transferred; and (v) there shall be no liability on the part of any Sale proposed by Member, the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders Parent Stockholders or the Buyer may reasonably require Company to the Management Stockholders if any Drag-Along Sale is not consummated for whatever reason. For the avoidance of doubt, the determination of whether to effect a Drag-Along Sale shall be in order to carry out the terms sole and provisions absolute discretion of this 9.2the Parent Stockholders (or the applicable Members).

Drag Along Right. In (a) Subject to Section 8.2, if an Initial Member (such Initial Member, the event the holders “Drag-Along Transferor”) seeks to pursue (i) a Company Sale or (ii) a Qualified IPO or (iii) a transaction or series of related transactions resulting in a majority Company Sale or Qualified IPO (each of the Company’s voting capital stock then outstanding clauses (i) through (iii), a “Drag-Along Sale”) to a bona fide third party, as applicable (the “Majority ShareholdersDrag-Along Transferee”), such Drag-Along Transferor shall have the right to cause each other Member (each, a “Dragged Member”) determine to sell Transfer the same percentage of each class of Equity Securities held by such Member as the percentage of Equity Securities that the Drag-Along Transferor and its Permitted Transferees propose to directly or otherwise dispose of indirectly Transfer (including, without duplication, any Equity Securities directly or indirectly held by any Investor Blocker or AT&T Member, as applicable, that are being Transferred pursuant to Section 8.6 and Section 8.7) (the “Drag Along Sale Percentage”) to such Drag-Along Transferee. The consideration received in such Drag-Along Sale shall be treated as if such consideration had been received by the Company and distributed to the Members in accordance with Section 7.1(d), Section 8.4(b), Section 8.4(f) and Section 8.4(g). Subject to Section 8.4(m), the Drag-Along Transferor shall control in all or substantially all respects the Drag-Along Sale process (to the extent in accordance with the terms hereof), and shall be entitled to unilaterally direct the actions of the assets Company to the extent reasonably necessary to effect such Drag-Along Sale; provided, that, in the event an Initial Member is a Dragged Member, the Drag-Along Transferor and such Dragged Member shall jointly determine timing and strategy and be jointly responsible for the final content of any substantive oral or written joint communications with any applicable Governmental Entity, including under any Antitrust Laws and the Communications Act, the Drag-Along Transferor and such Dragged Member shall have the right to review in advance (subject to, as necessary, redactions of commercially sensitive terms or the privileged information of such party or the exchange of information on an “outside counsel only” basis) and, to the extent practicable, the Drag-Along Transferor and such Dragged Member shall consult with each other and consider in good faith the views of each other in connection with, all the information relating to the Drag-Along Transferor and such Dragged Member, as the case may be, and any of their respective Affiliates, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Drag-Along Sale; provided, however, that in the event of any disagreement between the Drag-Along Transferor and such Dragged Member with respect to the matters described in the foregoing, the Drag-Along Transferor and such Dragged Member shall cooperate and consult with one another and seek to resolve such disagreement reasonably and in good faith; provided, further, that if the Drag-Along Transferor and such Dragged Member cannot resolve any such disagreement, the determination of the Drag-Along Transferor shall prevail. The Drag-Along Transferor may pursue one or more alternative Drag-Along Sales in parallel, including pursuant to a customary “dual-track” process, and the provisions of this Section 8.4 shall apply to each such Drag-Along Sale being pursued. Except as otherwise set forth herein, in connection with a Drag-Along Sale, the Dragged Members shall be deemed to have provided any applicable consent under this Agreement (and, if requested, will confirm such consent in writing) to the extent reasonably necessary to effect such Drag-Along Sale in accordance with the terms hereof, and shall, and shall cause their Affiliates to, take such steps as may be reasonably requested by the Drag-Along Transferor to the extent reasonably necessary to effect such Drag-Along Sale in accordance with the terms hereof, including (1) permitting the Drag-Along Transferor to engage one or more financial advisors to advise the Company with respect to such Drag-Along Sale to be selected by the Drag-Along Transferor (in reasonable consultation with the Drag-Along Transferee), (2) voting such Dragged Member’s Equity Securities of the Company in favor of such Drag-Along Sale and causing any Manager appointed by such Member to approve the terms of any such Drag-Along Sale (to the extent such terms are in accordance with this Agreement) and such matters ancillary thereto as may be necessary in the reasonable judgment of the Drag-Along Transferor to effect such Drag-Along Sale in accordance with the terms hereof, and otherwise consenting to such Drag-Along Sale to the extent in accordance with the terms hereof, and waiving any dissenters’ rights, appraisal rights or similar rights that such Dragged Member may have in connection therewith, (3) if required based on the structure of such Drag-Along Sale, being a party to the definitive agreement(s) governing the terms and conditions of such Drag-Along Sale on the same terms and conditions as the Drag-Along Transferor (except as otherwise expressly contemplated hereby, including with respect to the form and amount of consideration to be received in such Drag-Along Sale) and executing, acknowledging and delivering any reasonably required consents, assignments, waivers and other reasonably required documents or instruments to the extent in accordance with the terms hereof, in each case of such Member and (4) otherwise reasonably cooperating with the Drag-Along Transferor and the proposed purchaser(s) with respect to such Drag-Along Sale to the extent in accordance with the terms hereof. Notwithstanding the foregoing, the Drag-Along Transferor shall reasonably consult with the Dragged Member that is an Initial Member regarding the Drag-Along Sale and the related matters contemplated by the foregoing. Notwithstanding anything the contrary set forth herein, (i) the authority granted to the Drag-Along Transferor or the Drag-Along Manager pursuant to this Section 8.4 shall only be to the extent necessary to effectuate a Drag-Along Sale in accordance with the terms of this Section 8.4 and shall not deemed to permit or authorize the Drag-Along Transferor or the Drag-Along Manager to otherwise alter or control the ordinary course operations of the Company or all or fifty percent its Subsidiaries (50%including the management thereof) or more as set forth in this Agreement and (ii) no prior written approval of the capital stock Board or of either Initial Member pursuant to Section 4.5 shall be required to effect a Drag-Along Sale or Qualified IPO in accordance with the terms hereof. (b) Notwithstanding anything to the contrary set forth herein, in the event of any Drag-Along Sale for which the proceeds to be distributed pursuant to clause (ii) of Section 7.1(d) are less than the sum of the Senior Preferred Unpaid Yield, the Senior Preferred Unreturned Contribution, the Junior Preferred Unpaid Yield, the Junior Preferred Unreturned Contribution and the Common Catch-Up Unreturned Contribution, no proceeds of such Company Sale to be distributed pursuant to clause (ii) of Section 7.1(d) shall be allocated or distributed with respect to the Common Units and instead any such amount shall be allocated and distributed in respect of the Senior Preferred Unpaid Yield, the Senior Preferred Unreturned Contribution, the Junior Preferred Unpaid Yield, the Junior Preferred Unreturned Contribution and the Common Catch-Up Unreturned Contribution in accordance with clause (ii) of Section 7.1(d) and subject to Section 8.4(f) and Section 8.4(g) (to the extent such proceeds would, if not for this provision, have otherwise been so allocated and distributed to the Common Units). The Company and the Members shall cooperate and take all necessary action to effectuate the foregoing, including adjusting (as between the Members) the consideration to be received in the applicable Company Sale. (c) The Drag-Along Transferor shall provide written notice of such Drag-Along Sale to the Dragged Members (a “Drag-Along Sale Notice”) as promptly as reasonably practicable following its decision to pursue a Drag-Along Sale. The Drag-Along Sale Notice shall identify the Drag-Along Transferee (in the case of a Company Sale), the consideration proposed to be paid in connection with the Drag-Along Sale (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale. Any Drag-Along Sale may be effected as a merger of the Company with another Person, sale of assets, Permitted Recapitalization, a sale of Units or other transaction approved by the Drag-Along Transferor and, in the case of a merger, such merger may be approved as provided below and no Member shall need to approve the merger pursuant to Section 18-209 of the Act. Notwithstanding the provisions of Article 4 (including Section 4.5), a Manager appointed by the Drag-Along Transferor (the “Drag-Along Manager”) shall have a number of votes sufficient such that a vote by such member of the Board would constitute a majority of votes at any meeting of the Board at which all Managers were in attendance on all matters required to effect any Drag-Along Sale pursuant to and in accordance with this Section 8.4, including the approval of the definitive transaction documents and authorization of the Company to any Person enter into such documents (other than an Affiliate with the scope of authority of the Drag-Along Manager to be determined by the Drag-Along Transferor in good faith). If a Dragged Member fails to or does not deliver wire instructions prior to the consummation of a transaction effected pursuant to (and in compliance with) this Section 8.4, the Company or any or, at the direction of the Majority Shareholders)Company, the Drag-Along Transferee, may deposit the proceeds to such Dragged Member with respect to its Equity Securities in the Company in such Drag-Along Sale with any national bank or trust company having combined capital, surplus and undivided profits in excess of $500 million (the “Escrow Agent”) pursuant to cause an escrow agreement, for the benefit of such holder and, thereafter, such holder may deliver wire instructions and other appropriate documentation evidencing the previous ownership of the Equity Securities in the Company to merge with or into or consolidate the Escrow Agent for payment of the applicable proceeds. The Drag-Along Transferor will promptly notify the Dragged Member in writing in connection with any Person (other than an Affiliate change in the material terms and conditions of the Company or any Drag-Along Sale. If at the end of the Majority Shareholders) (in each case360th day following the date of the delivery of the Drag-Along Sale Notice, the “Buyer”) in a bona fide negotiated transaction (a “Drag-Along Transferor has not completed the proposed Drag-Along Sale”), the Drag-Along Sale Notice shall be null and void, each Holder of Shares issued Dragged Member shall be released from its obligation under the Plan, Drag-Along Sale Notice and it shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause necessary for a separate Drag-Along Sale Notice to be sold, transferred furnished and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 8.4 separately complied with, in order to consummate such proposed Transfer pursuant to this Section 8.4. (d) Notwithstanding anything to the contrary set forth herein but subject to Section 8.4(b), Section 8.4(f) and Section 8.4(g) (including with respect to the distribution of proceeds in accordance with Section 7.1(d)), in connection with a Drag-Along Sale: (i) upon the consummation of such Drag-Along Sale, the Dragged Members shall receive the same form of consideration for Common Units as each other Member; (ii) if there is more than one form of consideration, each form of consideration shall be apportioned and distributed as between the Dragged Members with respect to Common Units in accordance with each Dragged Member’s pro rata share of the proceeds payable in such Drag-Along Sale with respect to Common Units; (iii) if any Member is given an option as to the form and amount of consideration to be received with respect to Common Units, each Member shall be given the same option; (iv) no Member shall be required to make or provide representations and warranties other than customary representations and warranties with respect to itself regarding the ownership of the applicable Equity Securities, and non-contravention, enforceability and authorization; (v) no Dragged Member shall be liable for the breach of any representation, warranty or covenant or fraud of any other Member or the Company; (vi) no Dragged Member shall be required to agree to any noncompetition, exclusivity, or similar restrictive covenants (but shall be required to agree to any no hire, non-solicitation, or confidentiality restrictions that, in each case, are reasonable and related to the Company or its personnel, as the case may be, and to the extent agreed to by the Drag-Along Transferor); (vii) each Dragged Member shall benefit from and be subject to all of the same terms and conditions set forth in the definitive agreements as are applicable to each Dragged Member and the Drag-Along Transferor; and (viii) no Dragged Member shall be required to make any representation or warranty or agree to any covenant that is more extensive or burdensome than those made by the Drag-Along Transferor or enter into any agreements not also executed by the Drag-Along Transferor. Notwithstanding anything in this Section 8.4 to the contrary, any liability of the Dragged Members relating to representations, warranties and covenants (and related indemnities) and other indemnification and escrow or holdback obligations regarding the business of the Company or its Subsidiaries assumed in connection with the Drag-Along Sale shall be apportioned between the Drag-Along Transferor and the Dragged Members (x) if Investor Member is the Drag-Along Transferor, pro rata based on the aggregate of the proceeds received in the Drag-Along Sale by such Member and any prior cash distributions to such Member pursuant to Section 7.1(b) or (y) if AT&T Member is the Drag-Along Transferor, pro rata based on the proceeds received in the Drag-Along Sale by such Member; provided, that with respect to any Member (A) the liability resulting from any such indemnity or similar obligation shall be several, and not joint and (B) subject to the foregoing with respect to Investor Member, no Member shall be obligated in connection with such Drag-Along Sale to agree to indemnify or hold harmless the Drag-Along Transferee with respect to an amount in excess of the amount of proceeds to be received by such Member in the Drag-Along Sale. (e) Notwithstanding anything to the contrary set forth herein, any Drag-Along Sale that requires any notice, clearance, filing or approval of any Governmental Entity shall be permitted only if the definitive agreements related to such Drag-Along Sale include a condition precedent that such Drag-Along Sale would not result in an AT&T Member Prohibited Condition (which condition shall not be waived without the prior written consent of AT&T Member). (f) Subject to Section 8.4(b), the proceeds of any Transfer to which this Section 8.4 applies shall be allocated among the Drag-Along Transferor and the Dragged Members based upon the Equity Securities included in such Transfer by each of the Drag-Along Transferor and the Dragged Members as if the proceeds of such Transfer were paid to the Drag-Along Transferor and the Dragged Members pursuant to Section 7.1(d); provided, that, in distributing the proceeds pursuant to Section 7.1(d), the consideration will be applied in the following order (i) first, any cash consideration will be distributed pursuant to Section 7.1(d), (ii) second, subject to Section 8.4(g), any Equity Securities that are listed on a national securities exchange will be distributed pursuant to Section 7.1(d) and (iii) third, subject to Section 8.4(g), any other forms of consideration will be distributed pursuant to Section 7.1(d), regardless of whether the total consideration for such Drag-Along Sale exceeds the sum of the Senior Preferred Unpaid Yield, the Senior Preferred Unreturned Contribution, the Junior Preferred Unpaid Yield, the Junior Preferred Unreturned Contribution and the Common Catch-Up Unreturned Contribution. In the event of any Drag-Along Sale that is for less than all of the Equity Securities of the Company that would result in an Initial Member receiving only cash consideration, as between AT&T Member and Investor Member, the rights (including distribution and other econom

Drag Along Right. (a) In the event that the holders of Board and those Stockholders holding a majority in interest of the Company’s voting capital stock then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company vote to approve a Change in Control, then each Stockholder hereby agrees: (i) if such Change in Control requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (i) all such Shares in favor of, and adopt, such Change in Control (together with any related amendment to the Certificate required in order to implement such Change in Control), and (ii) in opposition to any Person (and all other than an Affiliate proposals that could reasonably be expected to delay or impair the ability of the Company or any to consummate such Change in Control; (ii) if such Change in Control is to be effected by sale of the Majority Shareholders), or Company capital stock to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction third party (a “Stock Sale”), each Holder to sell the same proportion of Shares issued under the Plan, shall be obligated to and shall upon the written request shares of capital stock of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently Company beneficially held by such Holder or that will be issued Stockholder as a result is being sold by all other holders of any such transaction Company capital stock and, except as permitted in Section 4.7(b), on substantially the same terms applicable and conditions as holders of the same class or series of Company capital stock are so selling; (iii) to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Change in Control as shall reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions of this 9.2Section 4.7, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, exchange agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (iv) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares owned by such Stockholder or its Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Change in Control; (v) not to assert or exercise any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Change in Control; and (vi) if the consideration to be paid in exchange for the Shares in any Change in Control includes any securities and due receipt thereof by any Stockholder would require under applicable law (A) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities, or (B) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D, as promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for such Stockholder’s Shares. (b) Notwithstanding the foregoing Section 4.7(a), no Stockholder will be required to comply with such section in connection with any proposed Change in Control unless: (i) any representations and warranties to be made by such Stockholder in connection with such proposed Change in Control are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder’s Shares, including, without limitation, representations and warranties that (A) the Stockholder holds all right, title and interest in and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (B) the obligations of the Stockholder in connection with the proposed Change in Control have been duly authorized, if applicable, (C) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms, and (D) neither the execution and delivery of documents to be entered into in connection with such proposed Change in Control, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with such proposed Change in Control, other than the Company (except to the extent that funds may be paid in proportion to the amount of consideration to be received by such Stockholder out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all Stockholders); (iii) the liability for indemnification, if any, of such Stockholder in such proposed Change in Control and for the inaccuracy of any representations and warranties made by the Company in connection with such proposed Change in Control, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all Stockholders), and is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such proposed Change in Control (in accordance with the provisions of the Certificate); (iv) the Stockholder’s liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such proposed Change in Control in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such proposed Change in Control, except with respect to claims related to fraud, intentional misrepresentation or willful misconduct by such Stockholder, the liability for which need not be limited as to such Stockholder; (v) upon the consummation of such proposed Change in Control, (A) each holder of each class or series of the Company’s capital stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (B) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of Preferred Stock of such same series, (C) each holder of the Common Stock will receive the same amount of consideration per share of such Common Stock as is received by other holders in respect of their shares of the Common Stock, and (D) the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of the Preferred Stock and Common Stock on the basis of the relative liquidation preferences, if any, set forth in the Certificate in connection with a liquidation or a Change in Control, as applicable; and (vi) subject to the foregoing subsection (v), requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of such proposed Change in Control, all holders of such capital stock will be given the same option.

Drag Along Right. In (a) If at any time after the event the holders of Effective Date, Stockholders holding a majority of the Company’s voting capital stock then issued and outstanding shares of Common Stock (the “Majority ShareholdersDrag Stockholders”) determine desire to sell effect a sale of the Company or all or substantially all of the Company’s assets in either case resulting in a Change of Control of the Company, whether in a single transaction or a series of related transactions and whether by means of merger, consolidation, or sale of stock, assets or otherwise dispose (a “Sale of the Company”), then, the Drag Stockholders desiring to effect such sale shall give written notice thereof to the remaining Stockholders, not less than thirty (30) days prior to taking an action in connection which such sale (the “Sale Consideration Period”). Following the Sale Consideration Period, subject to Section 4.4(b), all Stockholders shall, promptly upon the request of the Drag Stockholders, take all actions set forth below in this clause (a): (i) consent to, approve, and, to the extent applicable, vote their shares of voting Company Capital Stock in favor of the Sale of the Company, provided that it shall be a condition of such consent that all Stockholders receive the same consideration (in form, amount and proportion) per share of Common Stock to be transferred in connection with the proposed Sale of the Company; (ii) subject to paragraph (b) below, execute and deliver all documents, instruments and consents which are necessary or desirable to effectuate such Sale of the Company; (iii) in the event that such Sale of the Company is structured as a merger, consolidation or similar transaction, or a sale of all or substantially all of the assets Company’s assets, waive any and all dissenters’ rights, appraisal rights or similar rights in connection with such Sale of the Company; and (iv) in the event that such Sale of the Company is structured as a sale of shares of Common Stock or a similar transaction, sell their shares of Common Stock on the terms and conditions approved by and applicable to the Drag Stockholders. (b) The rights and obligations of the Stockholders in connection with a Sale of the Company are subject to the following conditions: (i) all reasonable expenses incurred by the Company in connection with any Sale of the Company shall be borne ratably by the Stockholders in accordance with the proceeds received or to be received by such Stockholders, and all individual expenses incurred by any Stockholder in connection with the Sale of the Company shall be borne by such Stockholder; and (ii) each Stockholder shall make representations and warranties as to its title to the shares of Common Stock being sold and its power, authority, and right to enter into the pertinent transaction without contravention of Applicable Law, and no Stockholder shall be obligated in connection with any Sale of the Company to agree to indemnify the purchaser thereunder for any representations and warranties other than its own or (i) in an amount in excess of the proceeds received or to be received by such Stockholder in such Sale of the Company or all or fifty percent (50%ii) or more for any losses arising out of the capital stock willful misconduct or fraud of such purchaser. (iii) in connection with any Sale of the Company, no Stockholders shall be required to agree to limit in any manner the conduct of its business, including, but not limited to, any non-competition agreement, nor shall any Stockholder be required to become subject to any continuing obligations except as provided in clause (ii) above. (c) In the event a Sale of the Company has not occurred within five years following the Effective Date, and provided RB remains a Stockholder at that time, RB shall have the right to any Person effect a Sale of the Company, subject to compliance with Section 4.2 (other than an Affiliate paragraph (e) thereof), in accordance with the provisions of this Section 4.4, and each of the other Stockholders agree to take the actions required under Section 4.4(a) above as if such Sale of the Company or any were being effected by Drag Stockholders. (d) The Drag Stockholders (including RB in the case of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate a Sale of the Company or any of by RB pursuant to Section 4.4(c) above) agree that in exercising their rights under this Section 4.4, they shall use all commercially reasonable efforts to realize the Majority Shareholders) (in each case, best possible price for the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Company.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in If USARE accepts a bona fide negotiated transaction (a “Sale”)offer to purchase its entire Interest and all other rights under this Agreement from an unrelated third party, each Holder USARE will give TMRC notice of Shares issued under the Plan, shall such offer and TMRC will then be obligated to sell its entire Interest and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, all other rights under this Agreement to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction unrelated third party on substantially the same terms applicable and conditions as are accepted by USARE. TMRC agrees (i) to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting action in support of the sale of such Shares in favor of any Sale proposed Interests as may reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders USARE or the Buyer may reasonably require Company in order to carry out the terms and provisions provision of this 9.2.Section 8.5, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, any associated indemnity agreement, or escrow agreement, any associated voting, support, or joinder agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of Encumbrances), and any similar or related documents; and (ii) to refrain from (a) exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such sale of Interests or (b) asserting any claim or commencing any suit (x) challenging the sale of Interests or this Agreement, or (y) alleging a breach of any fiduciary duty of USARE or any Affiliate or associate thereof (including, without limitation, aiding and abetting breach of fiduciary duty) in connection with the evaluation, negotiation or entry into the sale of the Interests, or the consummation of the transactions contemplated thereby. Limited Liability Company Agreement: Page 45

Drag Along Right. In If a Deemed Liquidation Event (as defined in the event Restated Charter) is approved by each of (i) the holders of a majority of the Company’s voting capital stock shares of Common Stock then outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series CF Pre- ferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series CF Preferred Stock then outstanding and (iii) the Board, then each Stockholder shall vote (in person, by proxy or by action by written consent, as applica- ble) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerShares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as may reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order Company to carry out the terms and provisions provision of this 9.2.Section 5.3, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agree- ment, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share cer- tificates duly endorsed for transfer (free and clear of impermissible liens, claims and encum- brances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 will not apply to a Deemed Liquidation Event if the other party in- volved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding

Drag Along Right. In (a) Subject to Section 5.2(b), if the event the holders of Majority Onex Investors approve a majority sale (other than an Exempt Transfer) of: (i) 20% or more of the Company’s voting capital outstanding Shares or (ii) all or substantially all of the assets of the Company (each an "APPROVED SALE"), whether by way of merger, consolidation, sale of stock then outstanding or assets, or otherwise, all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger or consolidation of the “Majority Shareholders”) determine to sell Company or otherwise dispose a subsidiary, or a sale of all or substantially all of the assets of the Company or all a subsidiary, each Stockholder shall waive any dissenters rights, appraisal rights or fifty percent similar rights in connection with such merger, consolidation or asset sale, or (50%B) a sale of 20% or more of the capital stock outstanding Shares, each Stockholder shall agree to sell his/her/its respective Drag-Along Percentage (as defined below) of the Company to any Person (other than an Affiliate Shares which are the subject of the Company or any of the Majority Shareholders)Approved Sale, or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms and conditions as applicable to the Majority Shareholders (Shares being sold by the Onex Investor in such Approved Sale. The Stockholders will use their best efforts to cooperate in the Approved Sale and will take all necessary and desirable actions in connection with appropriate adjustments to reflect the conversion consummation of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities Approved Sale as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed are reasonably requested by the Majority Shareholders Onex Investors, including, but not limited to, entry into agreements and executing any purchase agreementsprovision of representations, merger agreementswarranties and indemnification, indemnity agreementsprovided, escrow that no Stockholder shall be required to enter into substantively different agreements or related documents as provide substantively different representations and warranties or indemnification than any other Stockholder and each Stockholder's obligations thereunder shall be several and limited to the Majority Shareholders or proceeds received by such Stockholder in connection with such Approved Sale. A Stockholder's "DRAG-ALONG PERCENTAGE" is the Buyer may reasonably require product obtained by multiplying (i) the total number of Shares owned by such Stockholder at the time of the Approved Sale by (ii) the quotient obtained by dividing (x) the total number of Shares being Transferred in order to carry out the terms and provisions Approved Sale by the Onex Investors by (y) the total number of this 9.2Shares owned by the Onex Investors at the time of the Approved Sale.

Drag Along Right. In the event that each of (i) the holders of a majority of the Company’s voting capital stock shares of Common Stock then outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series Seed Preferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series Seed Preferred Stock then outstanding and (iii) the Board approve a Deemed Liquidation Event (as defined in the Restated Charter), then each Stockholder (as defined herein) hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerShares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as shall reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions provision of this 9.2Section 49, including without limitation executing and delivering instruments of convey­ance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 49 shall not apply to a Deemed Liquidation Event where the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. “Stockholder” shall mean each Holder and Key Holder, and any transferee thereof.

Drag Along Right. In the event one or more Investor Holder (the holders of “Transferor”) proposes to Transfer at least a majority of the Company’s voting capital stock then outstanding Common Shares to an unrelated third party (a “Transferee”), such Transferor may require the Other Stockholders and any other Investor Holders to participate in such Transfer and sell or transfer all the Common Shares held by such Stockholders in the manner and on the same terms and conditions as such Transferor (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “SaleDrag-Along Right”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders:. (a) sellNo later than fifteen (15) days prior to the consummation of the Transfer, transfer the Transferor shall delivery a written notice to the Other Shareholders (and deliverany other Investor Holder) specifying the (i) names and address of the proposed parties to such Transfer (ii) proposed closing date for such sale, or cause (iii) proposed amount and form of consideration to be soldpaid for the Common Shares and (iv) other terms and conditions of such Transfer. In the event such written notice is given, transferred any warrants and delivered, to the Buyer, his or her Shares issued under the Plan that options held by each Shareholder which are then presently held by such Holder exercisable (or that will be issued become exercisable as a result of the transaction that is the subject of the notice), shall be exercised by the Shareholders for Common Shares, which Common Shares shall also be subject to the Drag-Along Right, and such options and warrants to the extent not then exercisable (or to the extent such options and warrants would not become exercisable as a result of such transaction) shall automatically be cancelled. The closing of the Transfer shall be held at such time and place as the Transferor or the Transferee shall specify. Prior to or at such closing, each Shareholder shall deliver stock certificates representing the Shares, together with a duly endorsed instrument of transfer for the Transfer, and each such Shareholder shall represent and warrant that (i) such Shareholder is the record and beneficial owner of such Shares and (ii) such Shares are being transferred free and clear of any liens, charges, claims or encumbrances (other than restrictions imposed pursuant to applicable Federal and state securities laws and this Agreement). Each Shareholder agrees to take all actions necessary and desirable in connection with the consummation of the Transfer, including without limitation, the waiver of all appraisal rights available to any such transaction on substantially the same terms Shareholder under applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion law, and shall make such additional representations and warranties as shall be customary in transactions of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2a similar nature.

Drag Along Right. In If a Deemed Liquidation Event (as defined in the event Restated Charter) is approved by each of (i) the holders of a majority of the Company’s voting capital stock then shares of Common Stock then-outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series Seed Preferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series Seed Preferred Stock then-outstanding, which majority shall include the Requisite Holders (as defined in the Restated Charter), and (iii) the Board, then each Stockholder shall vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerShares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as may reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order Company to carry out the terms and provisions provision of this 9.2Section 5.3, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 will not apply to a Deemed Liquidation Event if the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. “Stockholder” means each Holder and Key Holder, and any transferee thereof.

Drag Along Right. In (a) If any Stockholder proposes to Transfer all of its Shares, representing more than 50% of the event the holders of a majority Shares of the Company’s voting capital stock , and, for so long as such a Transfer requires any approval hereunder, such Transfer has been so approved, then outstanding if requested by the Stockholder(s) Transferring such Shares (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority ShareholdersSection 3.3 Transferring Stockholder(s), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder other Stockholder (each, a “Selling Stockholder”) shall be required to sell all of the Shares issued held by it of the same type as any of the Shares to be Transferred (or then convertible into any such type). (b) The consideration to be received by a Selling Stockholder shall be the same form and amount of consideration per share to be received by the Section 3.3 Transferring Stockholder(s), and the terms and conditions of such sale shall be the same as those upon which the Section 3.3 Transferring Stockholder(s) sells its Shares. In connection with the transaction contemplated by Section 3.3(a) (the “Drag Along Transaction”), each Selling Stockholder will agree to make or agree to the same customary representations, covenants, indemnities and agreements as the Section 3.3 Transferring Stockholder(s) so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each Stockholder; provided, that (i) any general indemnity given by the Section 3.3 Transferring Stockholder(s), applicable to liabilities not specific to the Section 3.3 Transferring Stockholder(s), to the purchaser in connection with such sale shall be apportioned among the Selling Stockholders according to the consideration received by each Selling Stockholder and shall not exceed such Selling Stockholder’s net proceeds from the sale, (ii) that any representation relating specifically to a Selling Stockholder and/or its Shares shall be made only by that Selling Stockholder, and (iii) in no event shall any Stockholder be obligated to agree to any non-competition covenant or other similar agreement as a condition of participating in such Transfer. (c) The fees and expenses incurred in connection with a sale under this Section 3.3 and for the Planbenefit 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 in respect of its Shares; provided that no Stockholder shall be obligated to and shall upon make any out-of-pocket expenditure prior to the written request consummation of the Majority Shareholders:transaction consummated pursuant to this Section 3.3 (excluding de minimis expenditures). (ad) sell, transfer and deliver, or cause The Section 3.3 Transferring Stockholder(s) shall provide written notice (the “Drag Along Notice”) to each other Selling Stockholder of any proposed Drag Along Transaction as soon as practicable following its exercise of the rights provided in Section 3.3(a). The Drag Along Notice shall set forth the consideration to be soldpaid by the purchaser for the securities, transferred the identity of the purchaser and delivered, the material terms of the Drag Along Transaction. (e) If any holders of the Shares of any class are given an option as to the Buyerform and amount of consideration to be received in the Drag Along Transaction, his all holders of the Shares of such class must be given the same option. (f) Upon the consummation of the Drag Along Transaction and delivery by any Selling Stockholder of the duly endorsed certificate or her certificates representing the Shares issued under the Plan that are then presently held by such Holder or that will Selling Stockholder to be issued as sold together with a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securitiesstock power duly executed in blank, the redemption acquiring Person shall remit directly to such Selling Stockholder, by wire transfer of redeemable immediately available funds, the consideration for the securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2sold pursuant thereto.

Drag Along Right. In If at any time members of the event Platinum Group propose to sell or cause the holders sale of a majority of the Company’s voting capital stock outstanding Shares beneficially owned by the Platinum Group to a Third Party in any arm’s-length transaction or series of related transactions, then outstanding (Platinum shall have the “Majority Shareholders”) determine right to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in deliver a bona fide negotiated transaction written notice (a “SaleBuyout Notice”)) to each Stockholder which shall state (i) that Platinum (or the applicable parties) proposes to effect such transaction, each Holder (ii) the identity of Shares issued under the PlanThird Party and the proposed purchase price per Share to be paid and any other material terms and conditions, and (iii) the projected closing date of such sale. Each Stockholder agrees that, upon receipt of a Buyout Notice, such Stockholder shall be obligated to and shall upon sell in such transaction the written request same percentage of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder Stockholder as the Platinum Group proposes to sell upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction); provided, that in no event shall such Stockholder be required to make any representations or provide any indemnities other than (A) on a proportionate basis, or (B) with respect to matters relating solely to such Stockholder, such as representations as to title to Shares to be transferred by such Stockholder, and no Stockholder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferee with respect to an amount in excess of the sum of the net cash and value of other proceeds paid to such Stockholder in connection with such Transfer. In the event that will be issued any such Transfer is structured as a result of any merger, consolidation or similar business combination, each such transaction on substantially the same terms applicable Stockholder hereby agrees to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares vote in favor of the transaction (including acting by written consent if requested) and take all action to waive any Sale proposed by the Majority Shareholders and executing any purchase agreementsdissenter’s, merger agreements, indemnity agreements, escrow agreements appraisal or related documents as the Majority Shareholders or the Buyer other similar rights such Stockholder may reasonably require in order to carry out the terms and provisions of this 9.2have.

Drag Along Right. (a) In the event that the holders of Board votes to approve a majority of Change in Control, then each Stockholder hereby agrees: (i) if such Change in Control requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (i) all such Shares in favor of, and adopt, such Change in Control (together with any related amendment to the Company’s voting capital stock then outstanding Certificate required in order to implement such Change in Control), and (ii) in opposition to any and all other proposals that could reasonably be expected to delay or impair the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets ability of the Company or all or fifty percent to consummate such Change in Control; (50%ii) or more if such Change in Control is to be effected by sale of Company capital stock to a third party (a “Stock Sale”), to sell the same proportion of shares of capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently beneficially held by such Holder or that will be issued Stockholder as a result is being sold by all other holders of any such transaction Company capital stock and, except as permitted in Section 4.7(b), on substantially the same terms applicable and conditions as holders of the same class or series of Company capital stock are so selling; (iii) to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Change in Control as shall reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions of this 9.2Section 4.7, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, exchange agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (iv) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares owned by such Stockholder or its Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Change in Control; (v) not to assert or exercise any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Change in Control; and (vi) if the consideration to be paid in exchange for the Shares in any Change in Control includes any securities and due receipt thereof by any Stockholder would require under applicable law (A) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities, or (B) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D, as promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for such Stockholder’s Shares. (b) Notwithstanding the foregoing Section 4.7(a), no Stockholder will be required to comply with such section in connection with any proposed Change in Control unless: (i) any representations and warranties to be made by such Stockholder in connection with such proposed Change in Control are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder’s Shares, including, without limitation, representations and warranties that (A) the Stockholder holds all right, title and interest in and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (B) the obligations of the Stockholder in connection with the proposed Change in Control have been duly authorized, if applicable, (C) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms, and (D) neither the execution and delivery of documents to be entered into in connection with such proposed Change in Control, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with such proposed Change in Control, other than the Company (except to the extent that funds may be paid in proportion to the amount of consideration to be received by such Stockholder out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all Stockholders); (iii) the liability for indemnification, if any, of such Stockholder in such proposed Change in Control and for the inaccuracy of any representations and warranties made by the Company in connection with such proposed Change in Control, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all Stockholders), and is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such proposed Change in Control (in accordance with the provisions of the Certificate); (iv) the Stockholder’s liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such proposed Change in Control in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such proposed Change in Control, except with respect to claims related to fraud, intentional misrepresentation or willful misconduct by such Stockholder, the liability for which need not be limited as to such Stockholder; (v) upon the consummation of such proposed Change in Control, (A) each holder of each class or series of the Company’s capital stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (B) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of Preferred Stock of such same series, (C) each holder of the Common Stock will receive the same amount of consideration per share of such Common Stock as is received by other holders in respect of their shares of the Common Stock, and (D) the aggregate consideration receivable by all holders of the Company Preferred Stock and Common Stock shall be allocated among the holders of the Company Preferred Stock and Common Stock on the basis of the relative liquidation preferences, if any, set forth in the Certificate in connection with a liquidation or a Change in Control, as applicable; and (vi) subject to the foregoing subsection (v), requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of such proposed Change in Control, all holders of such capital stock will be given the same option.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the PlanOptionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2.Section 9. The obligations under this Section 9 shall terminate in accordance with Section 11(a)

Drag Along Right. 6.5.1 In the event that the holders C-Shareholders would receive at the closing of such Liquidation Event (i) less than two and a majority half times on their investment in Class C Shares or two and a half times or more on their investment in Class C Shares other than in cash and/or freely-tradable securities, the Preferred Supermajority, or (ii) two and a half times or more on their investment in Class C Shares in cash and/or freely-tradable securities, the Preferred Majority votes in favor of the Company’s voting capital stock any Liquidation Event, then all then outstanding voting shares shall vote in favor of any such Liquidation Event and shall further comply with the following provisions (the “Majority ShareholdersDrag Along Right”): (a) determine to sell If the Liquidation Event is structured as a merger or otherwise dispose consolidation of the Company or a sale of all or substantially all of the assets Company’s assets, then each Shareholder shall take all actions necessary to approve the Liquidation Event and cause the Liquidation Event to be consummated including, but not limited to: (i) voting all shares then beneficially held by such Shareholder in favor of the Company or all or fifty percent (50%) or more Liquidation Event at any meeting of the capital stock Company’s Shareholders called to vote on the Liquidation Event or, in the alternative, approve the Liquidation Event by written consent of the Company Company’s Shareholders and raise no objections to the Liquidation Event or the process pursuant to which the Liquidation Event was arranged, (ii) waiving any Person dissenters’ rights, appraisal rights or similar rights in connection with such Liquidation Event, if applicable, and (c) taking all other than an Affiliate of necessary and desirable actions reasonably requested by the Company or any of the Majority Shareholders), or C-Shareholders to cause the Company Liquidation Event to merge be consummated; or (b) In the event that the Liquidation Event involves a sale of securities, then, at the closing of the Liquidation Event, against payment of the purchase price for the securities to be sold by the Shareholder, each Shareholder shall transfer to the third party purchaser the Shares held by such Shareholder, free and clear of all liens, claims and encumbrances, together with or into or consolidate all other documents which are necessary to effect such Liquidation Event. 6.5.2 Notwithstanding the foregoing, the Shareholders will not be required to comply with this Clause 6.5 in connection with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction proposed Liquidation Event (a “SaleProposed Liquidation Event”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders) unless: (a) sellthe liability for indemnification, transfer if any, of such Shareholder in the Proposed Liquidation Event and deliver, or cause to be sold, transferred and delivered, to for the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result inaccuracy of any representations and warranties made by the Company in connection with such transaction Proposed Liquidation Event, is several and not joint with any other person (other than a joint escrow on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stocka pro rata basis); and ; (b) execute liability shall be limited to such Shareholder’s applicable share (determined based on the respective proceeds payable to each Shareholder in connection with such Proposed Liquidation Event) of any claim; and (c) upon the consummation of the Proposed Liquidation Event, the aggregate consideration receivable by all Shareholders shall be allocated among the holders of Preferred Shares and deliver such instruments Common Shares on the basis of conveyance the relative liquidation preferences to which the holders of each respective series of Preferred Shares and transfer the holders of Common Shares are entitled in a Liquidation Event. To secure the obligations to vote the Shares in accordance with the provisions of this Clause 6.5, the Shareholders hereby appoint the then current Chief Executive Officer of the Company and take such other actiona designee of the C-Shareholders as their respective true and lawful proxy and attorney-in-fact, including voting such with full power of substitution, to vote all of their respective Shares in favor of such Liquidation Event and all such other matters as provided for in this Clause 6.5, but only to the extent provided herein. The then current Chief Executive Officer of the Company and any Sale proposed by designee of the Majority C-Shareholders and executing may exercise the irrevocable proxy granted to them hereunder, in their sole discretion, at any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as time any Shareholder fails to comply with the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Clause 6.5. The proxies and powers granted pursuant to this Clause 6.5 are coupled with an interest and are given to secure the performance of each of the obligations of the Shareholders hereunder. Such proxies and powers shall be irrevocable for the term of this Agreement and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Shareholder and bind the subsequent holders of such shares. The Founders and key managers of the Company shall enter into an agreement to the effect of this Clause 6.5 and a similar provision shall be added to the ESOP. If the Drag Along Right is exercised, a notice shall be served to the Company (the “Drag Along Notice”), specifying the name of the Proposed Purchaser and the price and other terms and conditions of the proposed transaction. The Company shall inform the other Shareholders of the Drag Along Notice and its contents. Each of the dragged Shareholders shall, for the benefit of each of the non-defaulting Shareholders, forfeit a directly due and payable penalty – provided that a prior notice of default is sent stating a period to remedy the default of at least three business days – in the amount of EUR 50,000 (fifty thousand Euro) for any violation of the obligations, set out in this Clause 6.5 by it and/or any of the persons or legal entities it is liable for as well as a penalty in the amount of EUR 10,000 (ten thousand Euro) for each day that the violation continues, without prejudice to the right of each of the Shareholders to claim performance of this Agreement and/or its actual damages under this Agreement.

Drag Along Right. In the event that each of (i) the holders of a majority of the shares of Common Stock and Preferred Stock, voting together as a single class on an “as-converted” basis, and (ii) a majority of the Board of Directors approve a Liquidation Event or Deemed Liquidity Event (as such terms are defined in the Company’s voting capital stock Third Amended & Restated Certificate of Incorporation, such Liquidation Event, a “Drag Along Sale”), then outstanding each Stockholder hereby agrees to vote (the “Majority Shareholders”in person, by proxy or by action by written consent, as applicable) determine to sell or otherwise dispose all shares of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate now or hereafter directly or indirectly owned of the Company record or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held beneficially by such Holder or that will be issued as a result of any Stockholder in favor of, and adopt, such transaction on substantially the same terms applicable Drag Along Sale and to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any the Drag Along Sale proposed as shall reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions provision of this 9.2Section 2.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to participate in a Drag Along Sale pursuant to this Section shall not apply to a Liquidation Event, where the other party involved in such transaction is an affiliate or stockholder holding more than ten percent (10%) of the voting power of the Company. Notwithstanding the foregoing, to the extent the Investors would receive less than two times (2x) the Original Issue Price (as defined in the Restated Certificate of Incorporation) for each share of Series B Preferred Stock held by each Investor in connection with such Liquidation Event, then the approval of the Stockholders required above shall also require the approval of Investors holding at least sixty percent (60%) of the outstanding shares of Series B Preferred Stock, voting as a separate class.

Drag Along Right. 4.1 If the Institutional Investors are proposing to sell to one or more third parties in excess of fifty percent (50%) of the number of Shares owned by them, the Institutional Investors shall have the right, but not the obligation, to require each other Investor to sell, in accordance with the immediately following sentence hereof, all or a portion of such other Investor's Shares (including shares of vested restricted Common Stock and restricted Common Stock that would vest upon such sale) in such sale. In the event the Institutional Investors require the other Investors to sell all or a portion of their Shares (including shares of vested restricted Common Stock and restricted Common Stock that would vest upon such sale) pursuant to this Section 4.1 such other Investors shall be required to include in such sale an amount of Shares (including shares of vested restricted Common Stock and restricted Common Stock that would vest upon such sale) equal to the aggregate number of Shares (including shares of vested restricted Common Stock and restricted Common Stock that would vest upon such sale) owned by such other Investor as of the date of the proposed sale multiplied by a fraction, the numerator of which shall be the number of Shares that the Institutional Investors are proposing to sell in such sale, and the denominator of which is the aggregate number of Shares owned by the Institutional Investors, in each case, as of the date of the proposed sale. An Investor required to sell any Shares pursuant to this Section 4.1, shall be entitled to receive in exchange therefor an amount per share equal to the purchase price received per share of Common Stock Owned by the Institutional Investors in connection with such sale; provided, however that, if the Institutional Investors own Preferred Stock, such per share amount shall be calculated after giving effect to the payment of the Liquidation Preference (as defined in the Restated Charter) to all holders of a majority Preferred Stock. Such Investors shall otherwise participate in such transaction on other terms and conditions not less favorable to such Investors than those applicable to the Institutional Investors and, subject to Section 4.3 below, shall receive the same type of consideration received by the Institutional Investors in such transaction. In the event that any such transaction involves the merger of the Company’s voting capital stock then outstanding (Company with or into a third party or, in the “Majority Shareholders”) determine to sell or otherwise dispose event that in lieu of the sale of Shares, the transaction involves the sale by the Company of all or substantially all of the Company's assets to any third party, or if such transaction otherwise requires the vote of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”)Company's stockholders, each Holder of Investor hereby agrees to vote all Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held owned by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares Investor in favor of such transaction, waive any Sale proposed by dissenter or appraisal right he, she or it may have in respect of such transaction and to otherwise to take all steps necessary (including delivery of certificates or other instruments evidencing the Majority Shareholders shares to be conveyed, duly endorsed and executing any purchase agreementsin negotiable form with all the requisite documentary stamps affixed thereto) to enable him, merger agreements, indemnity agreements, escrow agreements her or related documents as it to comply with the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 4.1 to facilitate any such transaction. For the purposes of this Section 4, a sale to a "third party" shall not include a sale to any Permitted Assignee or a sale pursuant to a Registration Statement.

Drag Along Right. In the event that (i) the holders Board and (ii) (A) prior to the time of a majority Holdings Liquidation, Holdings or (B) on or after the time of a Holdings Liquidation, the Required Series D Holders, approve a Sale of the Company (as defined below), then each Stockholder hereby agrees with respect to all securities of the Company which it own(s) or otherwise exercises voting or dispositive authority: (i) in the event such transaction is to be brought to a vote at a stockholder meeting, after receiving proper notice of any meeting of stockholders of the Company to vote on the approval of such Sale of the Company’s , to be present, in person or by proxy, as a holder of shares of voting capital stock then outstanding securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (the “Majority Shareholders”ii) determine to sell vote or otherwise dispose of cause to be voted (in person, by proxy or by action by written consent, as applicable) all or substantially all of the assets of the Company or all or fifty percent (50%) or more shares of the capital stock of the Company as to any Person (other than an Affiliate which it has beneficial ownership in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or any impair the ability of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate consummate such Sale of the Company Company; (iii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders:Company; (aiv) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer all related documentation and take such other actionaction in support of or to consummate such Sale of the Company as shall reasonably be requested by the Company; and (v) except for this Agreement, including no Stockholder, or any Affiliate thereof, shall deposit any shares of capital stock beneficially owned by such Stockholder, or an Affiliate thereof, in a voting trust or subject any such Shares shares of capital stock to any arrangement or agreement with respect to the voting of such shares of capital stock. Notwithstanding the foregoing, no Investor shall be required to vote in favor the manner described by this Section 5(b) unless (i) the net proceeds of such Sale of the Company are to be distributed to stockholders of the Company in accordance with Section 2 of Article IV(B) of the Restated Certificate, (ii) any representation or warranty required to be made by any Investor in connection with such Sale of the Company shall be limited to customary representations and warranties relating to such Investor and shares of capital stock of the Company owned by such Investor, (iii) the liability for indemnification, if any, of each Stockholder in the Sale of the Company for the inaccuracy of any Sale proposed representation or warranty made by the Majority Shareholders Company or applicable Stockholders in connection with such Sale of the Company, is several and executing not joint with any purchase agreementsother person or entity (although nothing set forth herein shall be deemed to mean that an escrow fund established from the proceeds of a Sale of the Company for indemnification of such inaccuracy shall be a violation of the foregoing), merger agreements, indemnity agreements, escrow agreements or related documents as is pro rata in proportion to the Majority Shareholders or amount of consideration paid to such Stockholder in connection with such Sale of the Buyer may reasonably require in order Company and does not exceed the maximum amount of consideration to carry out be received by such Stockholder from the terms Sale of the Company and provisions (iv) if a choice with regards to the form of this 9.2consideration is given to any Investor then all Investors shall be given the same choice.

Drag Along Right. (a) In the event the holders of a majority one or more Investor Stockholders holding at least 51% of the Company’s voting capital stock then outstanding Shares (the “Majority Shareholders”"Transferor") determine propose to sell or otherwise dispose of all or substantially Transfer all of the assets of Shares held by the Company or all or fifty percent Transferor to a third party (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholdersa "Transferee"), such Transferor or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and deliveredsuch Transferee, to the Buyerextent authorized by such Transferor, his may require the Other Stockholders and any other Investor Stockholders to participate in such Transfer and sell or her transfer all the Shares issued under held by such Stockholders in the Plan that manner and on the same terms and conditions as such Transferor (the "Drag-Along Right"). (b) No later than ten (10) days prior to the consummation of the Transfer, the Transferor shall delivery a written notice to the Other Stockholders (and any other Investor Stockholder) specifying the names and address of the proposed parties to such Transfer and the terms and conditions thereof. In the event such written notice is given, any warrants and options held by each Stockholder which are then presently held by such Holder exercisable (or that will be issued become exercisable as a result of the transaction that is the subject of the notice), shall be exercised by the Stockholders for Common Stock, which Common Stock shall also be subject to the Drag-Along Right, and such options and warrants to the extent not then exercisable (or to the extent such options and warrants would not become exercisable as a result of such transaction) shall automatically be cancelled. The closing of the Transfer shall be held at such time and place as the Transferor or the Transferee shall reasonable specify. Prior to or at such closing, each Stockholder shall deliver stock certificates representing the Shares, duly endorsed for transfer, and each such Stockholder shall represent and warrant that (i) such Stockholder is the record and beneficial owner of such Shares and (ii) such Shares are being transferred free and clear of any liens, charges, claims or encumbrances (other than restrictions imposed pursuant to applicable Federal and state securities laws and this Agreement). Each Stockholder agrees to take all actions necessary and desirable in connection with the consummation of the Transfer, including without limitation, the waiver of all appraisal rights available to any such transaction on substantially the same terms Stockholder under applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion law, and shall make such additional representations and warranties as shall be customary in transactions of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2a similar nature.

Drag Along Right. In If a Deemed Liquidation Event (as defined in the event Restated Charter) is approved by each of (i) the holders of a majority of the Company’s voting capital stock shares of Common Stock then outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series CF Preferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series CF Preferred Stock then outstanding and (iii) the Board, then each Stockholder shall vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerShares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as may reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order Company to carry out the terms and provisions provision of this 9.2Section 5.3, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 will not apply to a Deemed Liquidation Event if the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. “Stockholder” means each Holder and any transferee thereof.

Drag Along Right. In the event the holders of If at any time prior to a majority of the Company’s voting capital stock then outstanding Qualified Public Offering Cypress (the “Majority Shareholders”and/or its Permitted Transferees) determine proposes to sell or otherwise dispose causes the sale of, in one or a series of all or substantially all related transactions, more than 25% of the assets Shares then held by Cypress to a Third Party, then Cypress shall have the right to deliver a written notice (a "Buyout Notice") to each Management Stockholder (and his/her Permitted Transferees) which shall state (i) that Cypress proposes to effect such transaction, (ii) the identity of the Company or all or fifty percent Third Party and the proposed purchase price per Share to be paid and any other material terms and conditions, and (50%iii) or more the projected closing date of the capital stock such sale. Each Management Stockholder (and his/her Permitted Transferees) agrees that, upon receipt of the Company to any Person a Buyout Notice, such Management Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholdersand his/her Permitted Transferees) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon sell in such transaction the written request same percentage of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued Management Stockholder (and his/her Permitted Transferees) as a result of any such transaction on substantially the same terms applicable Cypress and its Permitted Transferees propose to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out sell upon the terms and provisions conditions of this 9.2such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction); provided that in no event shall any Management Stockholder (or his/her Permitted Transferees) be required to make any representations or provide any indemnities (A) other than on a proportionate basis and (B) with respect to matters relating solely to Cypress (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Cypress (or its Permitted Transferees).

Drag Along Right. In the event thatIf a Deemed Liquidation Event (as defined in the Restated Charter) is approved by each of (i) the holders of a majority of the Company’s voting capital stock shares of Common Stock then outstanding ‑outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series Seed Preferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon conversion of the shares of Series Seed Preferred Stock then ‑outstanding and (iii) the Board approve a Deemed Liquidation Event (as defined in the Restated Charter), then each Stockholder (as defined herein) hereby agrees toshall vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerShares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as shallmay reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require Company in order to carry out the terms and provisions provision of this 9.2Section 5.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 shallwill not apply to a Deemed Liquidation Event whereif the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. “Stockholder” shall meanmeans each Holder and Key Holder, and any transferee thereof.

Drag Along Right. In If a Deemed Liquidation Event (as defined in the event Restated Certificate) is approved by each of (i) the holders of a majority of the Company’s voting capital stock then outstanding shares of Common Stock then‑outstanding (the “Majority Shareholders”) determine to sell other than those issued or otherwise dispose of all or substantially all issuable upon conversion of the assets shares of Series A Preferred Stock), (ii) the holders of a majority of the Company shares of Common Stock then issued or all or fifty percent (50%) or more issuable upon the conversion of the Series A Preferred Stock and (iii) the Board, then each Stockholder shall vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company to any Person now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each casecollectively, the “BuyerVoting Shares”) in a bona fide negotiated transaction (a “Sale”)favor of, each Holder of Shares issued under the Planand adopt, shall be obligated such Deemed Liquidation Event and to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer all related documentation and take such other action, including voting such Shares action in favor support of any Sale proposed the Deemed Liquidation Event as may reasonably be requested by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order Company to carry out the terms and provisions provision of this 9.2Section 5.3, including executing and delivering instruments of convey‐ance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 will not apply to a Deemed Liquidation Event if the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company.

Drag Along Right. In (a) Following compliance with the procedures of Section 2.3, in the event one or more Stockholders holding more than 50% (or, to the holders of a majority extent that at such time the Cerberus Investors and their Affiliates own less than 60% of the Company’s voting capital stock then outstanding shares of common stock, Cerberus Investors and their Affiliates holding more than 40%) of the outstanding shares of Common Stock in the aggregate (the “Majority Shareholders”"Transferor") determine propose to sell Transfer for cash or otherwise dispose of all marketable equity securities traded or substantially quoted on a national exchange or quotation system all of the assets shares of Common Stock held by the Company or all or fifty percent Transferor to a third party that (50%i) or more of the capital stock of the Company to any Person (other than is not an Affiliate of the Company Transferor and (ii) in the event the Transfer (in whole or any in part) is in exchange for marketable equity securities, the issuer of the Majority Shareholderssuch securities has an equity market capitalization of at least $1,000,000,000 (a "Transferee"), such Transferor or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and deliveredsuch Transferee, to the Buyerextent authorized by such Transferor, his may require the Other Stockholders and any Investor Holders to participate in such Transfer and sell or her transfer all the Shares issued under held by such Stockholders in the Plan that manner and on the same terms and conditions (or on terms and conditions, in the case of Class B Common Stock, appropriately adjusted to account for the applicable rights upon liquidation) as such Transferor (the "Drag-Along Right"). (b) No later than twenty (20) days prior to the consummation of the Transfer, the Transferor shall deliver a written notice to the Other Stockholders and any Investor Holder specifying the names and address of the proposed parties to such Transfer and the terms and conditions thereof. In the event such written notice is given, any warrants and options held by each Stockholder which are then presently held by such Holder exercisable (or that will be issued become exercisable as a result of the transaction that is the subject of the notice), shall be exercised by the Stockholders for Common Stock immediately prior to the consummation of the proposed transaction, which Common Stock shall also be subject to the Drag-Along Right, and such options and warrants to the extent not then exercisable (or to the extent such options and warrants would not become exercisable as a result of such transaction) shall automatically be cancelled immediately prior to the consummation of the proposed transaction. The closing of the Transfer shall be held at such time and place as the Transferor or the Transferee shall reasonably specify, which date shall not be later than ninety (90) days from the date of the written notice delivered by the Transferor. Prior to or at such closing, each Stockholder shall deliver stock certificates representing its Shares, duly endorsed for transfer, and each such Stockholder shall represent and warrant that (i) such Stockholder is the record and beneficial owner of such Shares and (ii) such Shares are being transferred free and clear of any liens, charges, claims or encumbrances (other than restrictions imposed pursuant to applicable Federal and state securities laws and this Agreement). Each Stockholder agrees to take all actions necessary and desirable in connection with the consummation of the Transfer, including without limitation, the waiver of all appraisal rights available to any such transaction on substantially the same terms Stockholder under applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion law, and shall make such additional representations and warranties as shall be customary in transactions of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2a similar nature.