Samples of “Tag-Along” and “Drag-Along” Clauses

Tag-along right and drag-along right

(i) In the event a Shareholder (in this context as the “Transferor”), after having first
complied with the provisions of the [Agreement], becomes entitled to transfer its Shares,
Shareholders’ loans and interest on the Shareholders’ loans (collectively, the “Shares and
Advances”) and intends to accept a good faith offer from any person (“Tag-Along
Purchaser”) to purchase all of its Shares and Advances, the Transferor shall give notice in
writing to the other Shareholder (“Tag-Along Notice”) within 14 days after having
received such offer. The other Shareholder (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 Transferor) a
notice in writing of its acceptance within 30 days of the date of the tag-along offer
specifying the number of Shares and Advances which the other Shareholder has agreed to
sell.

(ii) In the event that [Party] still being a majority shareholder holding not less than 80% of
the issued share capital of the [Company], after having first complied with the provisions
of the [Agreement], becomes entitled to sell or transfer any of its Shares and Advances to
any other third party or parties (“Drag-Along Purchaser”), The [Party] shall have a right
to drag along and require [Other Party] to sell a pro-rata proportion of its Shares and
Advances to the Drag-Along Purchaser (unless such requirement is expressly waived by
the selling Party), upon the same terms and conditions as are offered to the [selling Party]
by the Drag-Along Purchaser. The [selling Party] shall give a drag-along notice in writing
to the [other Party] within 14 days after having received such offer.