1.

Tag-Along Right: TBD

(a) After the Second Closing, in the event REFICO (the “Selling Member”), after
having first complied with the provisions of Clause Error: Reference source not
foundError: Reference source not found desires to transfer any Capital
Contribution to the non-Member person (the “Tag-Along Purchaser”), the
Selling Member shall give notice in writing (the “Tag-Along Notice”) to the
Investor of such desire. The Tag-Along Notice shall specify the name of the
Tag-Along Purchaser to whom the Selling Member proposes to transfer such
Capital Contribution, the number and class of Capital Contribution proposed to
be transferred (the “Tag-Along Capital Contribution”), the price and other
terms and conditions of such transfer and enclose an offer (the “Tag-Along
Offer”) dated the date of the Tag-Along Notice made by the Tag-Along
Purchaser to the Investor to purchase the Capital Contribution held by the
Investor at such time (the “Tag Transfer”), on the basis that the number of Tag-
Along Capital Contribution which the Selling Member shall sell, and the
number of Capital Contribution that the Investor shall sell, shall be pro rata
(based on their respective Capital Contribution) the number of Capital
Contribution agreed to be purchased by the Tag-Along Purchaser, and on
terms and conditions (including price) no less favourable to the Investor than
those available to the Selling Member save for any Tag-Along Specific
Conditions (as defined below) (the “Tag Terms”). The Investor (if it so desires)
may accept the Tag-Along Offer made to it by serving on the Tag-Along
Purchaser (with a copy to the Selling Member) notice in writing of its
acceptance within [30] days of the date of the Tag-Along Offer.
(b) If the Investor accepts the Tag-Along Offer within the said [30]-day period,
within [14] days following the expiry of the said [30]-day period, the Selling
Member and the Tag-Along Purchaser shall agree in writing and notify the
Investor in writing [Note to Purchaser: To be discussed. It is unclear as to what the
Selling Member and the Tag-Along Purchaser would need to agree and notify the
Investor]. Subject to Clause (c),. Subject to Clause (c), the Investor shall be bound
to sell the relevant Capital Contribution, on the Tag Terms, pursuant to the
Tag-Along Offer and the Investor’s acceptance of it, and this Clause 1..1.. The
Selling Member, the Investor who accepts the Tag-Along Offer and the Tag-
Along Purchaser shall promptly complete all procedures required under the
Laws to give effect to the transfer the Tag-Along Capital Contribution without
delay.
(c) If any requirements provided by the Laws applicable to the Tag Transfer other
than the Tag Terms, including without any limitation to any requisite approvals
or consent from the Licensing Authority or any Governmental Authority (the
 “Tag-Along Specific Conditions”) is not satisfied on or prior to the later of
sixty (60) Business Days after the date of the Tag-Along Notice sent to the
Investor and the date on which all of the conditions to which the Tag Transfer
is subject are satisfied (save for any conditions that relate to the subject
matter of the Tag-Along Specific Conditions):
(i) any obligation on, or agreement by, the Tag-Along Purchaser to acquire
the Investor’s Capital Contribution; and
(i) the Tag-Along Offer made to the Investor (and such Investor’s
acceptance of it),

(ii) shall lapse and cease to be effective, unless the Tag-Along Purchaser
and the Investor that is subject to such Tag-Along Specific Conditions
agree otherwise.
(d) No Tag-Along Offer shall be required to be made pursuant to this Clause 1.[●] if
a Drag-Along Notice has been served pursuant to Clause 2..2..
1.1.4
2. Drag-Along Right

2.1 After the Second Closing, in case either Member (the “Dragging Member”) receives
any goodwill request from a third party for the purchase of the entire Capital
Contribution owned by such Dragging Member with the offer price which values 100%
of the total Capital Contribution of the Company at no less than the relevant projected
values as indicated in Schedule [], such Dragging Member shall be entitled to, after having
first offered its Capital Contribution to the other Member (the “Dragged-Along Member”) in
compliance with the provisions of Clause Error: Reference source not found and provided that the
Dragged-Along Member does not apply to purchase all (but not less than all) of the Dragging
Member’s Capital Contribution in accordance with such provisions, to sell to a third party (the “Drag-
Along Purchaser”) all (but not less than all) of the Dragging Member’s Capital Contribution (the
“Drag Terms”) and, in addition to, by notice in writing (the “Drag-Along Notice”) to the Dragged-
Along Member, require the Dragged-Along Member to sell to the Drag-Along Purchaser all of its
Capital Contribution (the “Dragged Capital Contribution”). The Dragged-Along Member shall be
bound to sell such Dragged Capital Contribution if the terms and conditions (including price) are no
less favourable to the Dragged-Along Member than those offered to the Dragging Member. [Note to
Purchaser: This is subject to further review once the Schedule [ ] mentioned in this Clause is
provided to Refico]

2.2 The Dragged-Along Member shall be bound to sell the relevant Capital Contribution,
on the Drag Terms, pursuant to Clause 2.. The Dragging Member and the Dragged-Along
Member shall promptly complete all procedures required under the Laws to give effect to the transfer
of the Dragging Member’s Capital Contribution and the Dragged Capital Contribution to the Drag-
Along Purchaser without delay.2..
2.3 If in any case, any Dragged-Along Member fails to comply with its obligations under
this Clause 2.,2., a person appointed by the Dragging Member shall be deemed to
have been appointed attorney of the Dragged-Along Member with full power to
execute, complete and deliver, in the name and on behalf of the Dragged-Along Member, the
transfer documents of the Dragged Capital Contribution to the Drag-Along Purchaser thereof against
payment of the price to the Company. complete and deliver. The Company shall hold the
purchase money in trust for the Dragged-Along Member in a separate bank account
opened in the Company’s name (without interest). On payment of the price to the Company,
the Drag-Along Purchaser shall be deemed to have obtained a good quittance for such payment and
on execution and delivery of the transfer document, the Drag-Along Purchaser shall be entitled to
insist upon its name being entered in the Company’s Members’ Registry as the holder by transfer of
the Dragged Capital Contribution. The Company shall issue the certificate of contribution
capital ownership recording the ownership of the Dragged Capital Contribution
transferred to Drag-Along Purchaser.