1. Tag-Along Rights and Drag Along Rights. Except for limited circumstances, (i) GPP-II may transfer its shares of Masthercell Global Preferred Stock to a third party, provided that during the first two years following closing its right to transfer is subject to our Right of First Refusal and (ii) we may transfer share capital of Masthercell Global only with the approval of the Masthercell Global board of directors (Masthercell Global Board), with at least one of the GPP-II designated Masthercell Global board directors approving the transfer, and subject to a right of first refusal initially to the benefit of Masthercell Global and thereafter to GPP-II and any other stockholder who may become a party to the Stockholders Agreement. Any such transfer by either GPP-II or us is subject to the other partys right to participate, on a pro-rata basis, in such transfer (the Tag Along Rights).
2.4. Drag Along Rights. (a)If Stockholders holding a majority of the outstanding shares of Company Common Stock (in such capacity, the Dragging Parties) receive a bona fide offer from a Person other than a Stockholder or an Affiliate of a Stockholder (a Third Party) to purchase (other than in an IPO) at least a majority of the shares of Company Common Stock (a Third Party Offer) and such Third Party Offer is accepted by the Dragging Parties, then each of the other Stockholders hereby agrees that, if requested by the Dragging Parties, it will Transfer to such Third Party on substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid and given to the Dragging Parties, the number of shares equal to the number of shares owned by it multiplied by the percentage of the then outstanding shares to which the Third Party Offer is applicable.