Common use of Drag Clause in Contracts

Drag. along Upon expiry of the Lock-up Period, if the majority shareholder reaches an agreement with a third party for the transfer of a quota representing in aggregate at least 50% of the share capital of the Company, the majority shareholder shall have the right to require the other shareholders to transfer to the third party the entire quota held by each of them at the same price and under the same conditions, provided that the equity value offered by the third parties is at least EUR 35,000,000 for the entire share capital of the Company. To this end, upon completion of the Third Closing, the minority shareholder shall grant to the majority shareholder an irrevocable power of attorney in notarial form in respect of the sale of its quota, which shall guarantee the proper exercise of the drag-along right.