Common use of Tag Along and Drag Along Clause in Contracts

Tag Along and Drag Along. The provisions of Clause 12.16. shall apply in substitution for the provisions of Clause 10. and Clause 11. if, in one or a series of related transactions, one or more Shareholders acting in concert (the "Seller") propose to effect a Transfer of any of their shares which would, if carried out, result in any person (the “Buyer”), and any person acting in concert with the Buyer, acquiring a more than 50% of the votes of the issued shares in the Company. Before making such a Transfer, the Seller shall procure that the Buyer makes an offer (the “Buyout Offer”) to the other Shareholders to purchase all of the shares held by them. The Offer shall be given by written notice (the “Buyout Offer Notice”), at least 20 business days prior to the end of the Completion Period (the “Buyout Offer Period”). To the extent not described in any accompanying documents, the Buyout Offer Notice shall set out: The identity of the Buyer; The purchase price (the “Buyout Price”) and other terms and conditions of payment which shall be identical in all material respects to the offer made to the Seller, including an identical price per share and terms of payment; The proposed Completion Date. If the Buyer fails to extend the Buyout Offer to all of the Shareholders, the Company may not register any transfer of shares affected in accordance with the Transfer, and the Seller would not be entitled to complete the Transfer. If the Buyout Offer is accepted by any Shareholder (an “Accepting Shareholder”) within 10 business days after sending the Buyout Offer Notice, the completion of the Transfer shall be conditional on completion of the purchase of all shares held by Accepting Shareholders on the Completion Date. If the Seller together with all Accepting Shareholders represent at least 65% of the votes of the issued shares (the “Drag-Along Shareholders”) then the Drag-Along Shareholders may give notice ("Drag-Along Notice") on the 11th business day after sending of the Buyout Notice requiring all other Shareholders (the “Called Shareholders”) to sell and transfer all their shares (the "Called Shares") to the Buyer (or as the Buyer directs) in accordance with the provisions of Clause 12.16. (the “Drag-Along Option”). Prior to the Drag-Along Option having been exercised, the Drag-Along Shareholders shall first give written notice to the Called Shareholders of the Buyout Offer, and all Called Shareholders shall have the right to match such Offer, which shall be notified to the Drag-Along Shareholders within 5 business days of the Called Shareholders having been sent the Drag-Along Notice and which shall be on materially identical or better terms as the Buyout Offer (the "Matching Offer"). Should the Company receive a Matching Offer, then each party (including the Buyer and the Drag-Along Shareholders) shall have a further 5 business days to make a best and final offer (the “Best and Final Offer”). Should there be more than one materially identical Best and Final Offer, the Board of Directors shall, at their sole discretion, select one of the offers and if necessary discard the Matching Offer. The Drag-Along Shareholders (and all other Shareholders) shall be required to sell their shares to whichever Shareholder has made the Matching Offer, which shall then be completed within 20 business days of the final Matching Offer having been accepted. If the sale is not completed within the aforesaid period, the Drag-Along Shareholders may proceed to exercise their Drag-Along Option in accordance with the remaining provisions of Clause 12.16., after this clause. Once issued, a Drag-Along Notice shall be irrevocable. However, a Drag-Along Notice shall lapse if, for any reason, the Drag-Along Shareholders have not sold the Drag-Along Shares to the Buyer within 60 business days of serving the Drag-Along Notice, unless a Matching Offer shall have been made which has not completed in accordance with Clause 12.8., in which case such time period shall run from the business day after the last date upon which the sale pursuant to the Matching Offer could have completed. The Drag-Along Shareholders may not, without the prior written consent of the Called Shareholders serve further Drag-Along Notices following the lapse of any particular Drag-Along Notice on terms less beneficial than the original Drag-Along Notice or in respect of a sale to the same Buyer or a person connected with them. No Drag-Along Notice shall require a Called Shareholder to agree to any terms except those specifically set out in this Agreement. Completion of the sale of the Called Shares shall take place on the date proposed in the Drag-Along Notice for transfer of the Drag-Along Shares (the “Completion Date”) or the earliest possible date thereafter. The Completion Date can be modified if a later date is chosen by the Drag-Along Shareholders and confirmed to the Called Shareholders in writing no later than the business day prior to such day, and such date is in accordance with this Agreement. Within 5 business days of the Drag-Along Shareholders serving a Drag-Along Notice on the Called Shareholders, the Called Shareholders shall deliver stock transfer forms for the Called Shares, together with the relevant share certificates (or a suitable indemnity for any lost share certificates) to the Company. On the Completion Date, the Proposed Buyer shall pay the Called Shareholders the amounts they are due for their shares pursuant to the terms set out in the Buyout Offer. To the extent that the Buyer has not, on the Completion Date, paid the Called Shareholders the consideration due pursuant to the terms set out in the Buyout Offer, the Called Shareholders shall be entitled to the return of the stock transfer forms and share certificates (or suitable indemnity) for the relevant Called Shares and the Called Shareholders shall have no further rights or obligations to the Buyer in respect of their shares. If any Called Shareholder does not, on completion of the sale of the Called Shares, execute the Transfer in respect of all of the Called Shares held by it, the defaulting Called Shareholder shall be deemed to have irrevocably appointed any person nominated for the purpose by the Drag-Along Shareholders to be their agent and attorney to execute all the Transfer on their behalf, against receipt by the Called Shareholder of the consideration payable for the Called Shares, to deliver the Transfer to the Buyer (or as they may direct) as the holder thereof. After the Buyer (or its nominee) has been registered as the holder, the validity of such proceedings shall not be questioned by any such person. Failure to produce a share certificate shall not impede the registration of shares under this clause.

Tag Along and Drag Along. The provisions (a) If at any time any KKR Investor proposes to sell for cash or any other consideration more than 40% of Clause 12.16. shall apply the shares of the Common Stock held by the KKR Investors on the Effective Date (such shares of Common Stock being hereinafter referred to as the "Sale Stock") in substitution for the provisions of Clause 10. and Clause 11. if, in one any transaction or a series of related transactionstransactions other than (i) a sale of shares of Common Stock pursuant to an effective registration statement filed by the Company, or (ii) a sale to an affiliate of the KKR Investors or a partner, executive or employee of Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. ("KKR") or an affiliate thereof who agrees in writing to be bound by the provisions hereof as a KKR Investor (it being understood that if Common Stock owned by a KKR Investor is pledged to a financial institution as collateral for a bona fide loan and such Common Stock is transferred to such financial institution pursuant to the terms of the definitive agreements evidencing such loan and pledge, such transfer shall not constitute a Proposed Sale hereunder), then such KKR Investor will notify each Investor in writing (a "Notice") of such proposed sale (a "Proposed Sale") and the material terms of the Proposed Sale as of the date of the Notice (the "Material Terms") promptly, and in any event not more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement relating to the Proposed Sale, if any (the "Sale Agreement"). If within 10 days after such Investor's receipt of such Notice such KKR Investor receives from such Investor a written request (an "Investor Request") to include Common Stock held by such Investor in the Proposed Sale (which Investor Request shall be irrevocable unless (x) there shall be an adverse change in the Material Terms or (y) otherwise mutually agreed to in writing by such Investor and the KKR Investor), the Common Stock held by such Investor will be so included as provided herein; provided that only one Investor Request, which shall be executed by such Investor, may be delivered with respect to any Proposed Sale for all Common Stock held by an Investor. (b) In the event of any change in the Material Terms that would be favorable to the Investors, such KKR Investor will again, promptly, and in any event not more than 10 days after receipt of such favorable change in the Material Terms, notify each Investor that did not submit an Investor Request pursuant to the earlier Notice, in writing, and offer such Investors the opportunity to participate in the Proposed Sale on the revised Material Terms. If within 10 days after such Investor's receipt of such Notice such KKR Investor receives from such Investor an Investor Request to include Common Stock held by such Investor in the Proposed Sale (which Investor Request shall be irrevocable unless (x) there shall be an adverse change in the Material Terms or (y) otherwise mutually agreed to in writing by such Investor and the KKR Investor), the Common Stock held by such Investor will be so included as provided herein; provided that only one Investor Request, which shall be executed by such Investor, may be delivered with respect to any Proposed Sale for all Common Stock held by an Investor. (c) The maximum number of shares of Common Stock which each Investor will be permitted to include in a Proposed Sale pursuant to an Investor Request will be the lesser of (a) the number of shares of Common Stock then owned by such Investor and (b) the number of shares of Common Stock then owned by such Investor, multiplied by a percentage calculated by dividing the aggregate number of shares of Common Stock which the KKR Investor or the KKR Investors propose to sell in the Proposed Sale (after giving effect to the applicable provisions of any written agreement between the KKR Investors and any holder of shares of Common Stock that gives the right to such holder to participate in a sale of Common Stock by the KKR Investors) by the total number of shares of Common Stock owned by the KKR Investors. If one or more Shareholders acting holders of shares of Common Stock who have been granted the same rights granted to such Investor hereunder elect not to include the maximum number of shares of Common Stock which such holders would have been permitted to include in concert a Proposed Sale (the "SellerEligible Shares") ), then the KKR Investors, or such remaining holders of shares of Common Stock, or any of them, may sell in the Proposed Sale a number of additional shares of Common Stock owned by any of them equal to their pro rata portion of the number of Eligible Shares not included in the Proposed Sale, based on the relative number of shares of Common Stock then held by each such holder, and such additional shares of Common Stock which any such holder or holders propose to effect sell shall not be included in any calculation made pursuant to this Section 7(b) for the purpose of determining the number of shares of Common Stock which such Investor will be permitted to include in a Transfer of Proposed Sale. The KKR Investors, or any of their them, may sell in the Proposed Sale additional shares of Common Stock owned by them equal to any remaining Eligible Shares which would, if carried out, result will not be included in the Proposed Sale pursuant to the foregoing or in any person calculation made pursuant to this Section 7(b) for the purpose of determining the number of shares of Common Stock which such Investor will be permitted to include in a Proposed Sale. (the “Buyer”), and any person acting d) If a KKR Investor receives an offer from a third party (not an affiliate) to purchase in concert with the Buyer, acquiring a Proposed Sale more than 50% of the votes shares of the issued shares Common Stock held by the KKR Investors on the Effective Date and such offer is accepted by the KKR Investors, then each Investor hereby agrees that, if requested by either KKR Investor (a "KKR Request"), each Investor will sell in such Proposed Sale on the Company. Before making such a Transfersame terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid and given to the KKR Investors, the Seller shall procure that the Buyer makes an offer (the “Buyout Offer”) number of shares of Common Stock equal to the other Shareholders to purchase all number of shares of Common Stock then held by the Investors multiplied by the percentage of the shares of Common Stock then held by them. The Offer shall the KKR Investors to which the Proposed Sale is applicable. (e) Except as may otherwise be given by written notice (provided herein, shares of Common Stock subject to an Investor Request or a KKR Request will be included in a Proposed Sale pursuant hereto and in any agreements with purchasers relating thereto on the “Buyout Offer Notice”), at least 20 business days prior same terms and subject to the end same conditions applicable to the shares of Common Stock which the Completion Period (KKR Investors propose to sell in the “Buyout Offer Period”)Proposed Sale. To the extent not described in any accompanying documents, the Buyout Offer Notice shall set out: The identity of the Buyer; The purchase price (the “Buyout Price”) and other Such terms and conditions shall include, without limitation: the sales price; the payment of payment which fees, commissions, adjustments to purchase price and expenses; the provision of, and representation and warranty as to, information requested by the KKR Investors; and the provision of requisite indemnifications; provided that any fees, commissions, adjustments to purchase price, expenses or indemnification provided by the Investors shall be identical on a pro rata basis; and provided, further, that any such representation, warranty or indemnity by any Investor shall be limited to information about such Investor and its rights in all material respects the Common Stock and indemnification for breach of such representations and warranties as to such information. (f) In the offer made event of a transaction (such as a merger or consolidation) involving the Company which results in a Change of Control (as defined in Loan Agreement) but is not a Proposed Sale (a "Proposed Transaction"), each Investor agrees to bear the Sellerpro rata share of any fees, including an identical price per commissions, adjustments to purchase price, expenses or indemnities borne by the KKR Investors. For purposes of this Section 7(f), the pro rata share and terms of payment; The proposed Completion Date. If such amounts shall be based on the Buyer fails to extend the Buyout Offer to all relative proportions of the Shareholdersgross proceeds received by such Investor, on the Company may not register any transfer of shares affected in accordance with the Transferone hand, and the Seller would not be entitled to complete the Transfer. If the Buyout Offer is accepted by any Shareholder (an “Accepting Shareholder”) within 10 business days after sending the Buyout Offer NoticeKKR Investors, the completion of the Transfer shall be conditional on completion of the purchase of all shares held by Accepting Shareholders on the Completion Date. If the Seller together with all Accepting Shareholders represent at least 65% of the votes of the issued shares (the “Drag-Along Shareholders”) then the Drag-Along Shareholders may give notice ("Drag-Along Notice") on the 11th business day after sending of the Buyout Notice requiring all other Shareholders (the “Called Shareholders”) to sell and transfer all their shares (the "Called Shares") to the Buyer (or as the Buyer directs) hand, in accordance connection with the provisions Proposed Transaction. (g) The pro rata share of Clause 12.16. (the “Drag-Along Option”). Prior any amount pursuant to the Drag-Along Option having been exercised, the Drag-Along Shareholders shall first give written notice to the Called Shareholders of the Buyout Offer, and all Called Shareholders shall have the right to match such Offer, which shall be notified to the Drag-Along Shareholders within 5 business days of the Called Shareholders having been sent the Drag-Along Notice and which shall be on materially identical or better terms as the Buyout Offer (the "Matching Offer"). Should the Company receive a Matching Offer, then each party (including the Buyer and the Drag-Along Shareholders) shall have a further 5 business days to make a best and final offer (the “Best and Final Offer”). Should there be more than one materially identical Best and Final Offer, the Board of Directors shall, at their sole discretion, select one of the offers and if necessary discard the Matching Offer. The Drag-Along Shareholders (and all other ShareholdersSections 7(e) shall be required to sell their based upon the number of shares to whichever Shareholder has made the Matching Offer, which shall then be completed within 20 business days of the final Matching Offer having been accepted. If the sale is not completed within the aforesaid period, the Drag-Along Shareholders may proceed to exercise their Drag-Along Option in accordance with the remaining provisions of Clause 12.16., after this clause. Once issued, a Drag-Along Notice shall be irrevocable. However, a Drag-Along Notice shall lapse if, for any reason, the Drag-Along Shareholders have not sold the Drag-Along Shares to the Buyer within 60 business days of serving the Drag-Along Notice, unless a Matching Offer shall have been made which has not completed in accordance with Clause 12.8., in which case such time period shall run from the business day after the last date upon which the sale pursuant to the Matching Offer could have completed. The Drag-Along Shareholders may not, without the prior written consent of the Called Shareholders serve further Drag-Along Notices following the lapse of any particular Drag-Along Notice on terms less beneficial than the original Drag-Along Notice or in respect of a sale to the same Buyer or a person connected with them. No Drag-Along Notice shall require a Called Shareholder to agree to any terms except those specifically set out in this Agreement. Completion of the sale of the Called Shares shall take place on the date proposed in the Drag-Along Notice for transfer of the Drag-Along Shares (the “Completion Date”) or the earliest possible date thereafter. The Completion Date can be modified if a later date is chosen Common Stock owned by the Drag-Along Shareholders Investors and confirmed to the Called Shareholders in writing no later than the business day prior to such day, and such date is in accordance with this Agreement. Within 5 business days of the Drag-Along Shareholders serving a Drag-Along Notice on the Called Shareholders, the Called Shareholders shall deliver stock transfer forms for the Called Shares, together with the relevant share certificates KKR Investors. (or a suitable indemnity for any lost share certificatesh) to the Company. On the Completion Date, the Proposed Buyer shall pay the Called Shareholders the amounts they are due for their shares pursuant to the terms set out in the Buyout Offer. To the extent that the Buyer has not, on the Completion Date, paid the Called Shareholders the consideration due pursuant to the terms set out in the Buyout Offer, the Called Shareholders The KKR Investors shall be entitled to estimate the return amount of the stock transfer forms fees, commissions, adjustments to purchase price or expenses in connection with any Proposed Sale or Proposed Transaction and share certificates (or suitable indemnity) for the relevant Called Shares and the Called Shareholders shall have no further rights or obligations to withhold such amounts from payments to be made to the Buyer Investors at the time of closing of such Proposed Sale or Proposed Transaction; provided that (i) such estimate shall not preclude the KKR Investors from recovering additional amounts from the Investors in respect of their sharessuch fees, commissions, adjustments to purchase price or expenses and (ii) the KKR Investors shall reimburse the Investors promptly to the extent actual amounts are determined to be less than the estimated amounts. (i) Upon delivering an Investor Request or receiving a KKR Request, the Investors will, if requested by the KKR Investors, execute and deliver a Custody Agreement and Power of Attorney. If any Called Shareholder does notThe Custody Agreement and Power of Attorney will provide, among other things, that each Investor will deliver to and deposit in custody with an independent custodian and attorney-in-fact named therein a certificate or certificates representing such Shares (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Investor's agent and attorney-in-fact to act under the Custody Agreement and Power of Attorney on completion such Investor's behalf with respect to the matters specified therein. (j) Each Investor's rights pursuant hereto to participate in a Proposed Sale shall be contingent on such Investor's strict compliance with each of the sale applicable provisions hereof. The KKR Investor's rights pursuant hereto to require the participation of the Called Shares, execute Investors in a Proposed Sale shall be contingent on the Transfer in respect of all KKR Investors' strict compliance with each of the Called Shares held by it, the defaulting Called Shareholder shall be deemed to have irrevocably appointed any person nominated for the purpose by the Drag-Along Shareholders to be their agent and attorney to execute all the Transfer on their behalf, against receipt by the Called Shareholder applicable provisions hereof. (k) The obligations of the consideration payable for Investors and the Called SharesKKR Investors, to deliver the Transfer respectively, under this Section 7 shall extend to the Buyer (other Parties hereto and to their successors, permitted assigns or as they may direct) permitted transferees and such successors, permitted assigns or permitted transferees shall have the rights of the Investors or KKR Investors, as the holder thereof. After the Buyer (or its nominee) has been registered as the holdercase may be, the validity of such proceedings shall not be questioned by any such person. Failure to produce a share certificate shall not impede the registration of shares under this clausepursuant hereto.