English to Russian Bus/Financial Law (general) Wyoming LLC Operating Agreement

Drag-Along Rights

(a) If a bona fide offer (a "Drag-Along Offer") is made or proposed to any Members or to the Company that provides for:
(i) the merger of the Company with another corporation, or a similar transaction or series of transactions, pursuant to which the holders of voting securities of the Company immediately prior to the transaction hold, immediately after such transaction, directly or indirectly, less than 50% of the voting power to elect managers of the entity resulting from the
transaction;
(ii) a sale, lease, exchange, license or other disposition of all or substantially all of the assets of the Company, with or without the good will, outside the ordinary course of the company's activities;
(iii) a sale of all or substantially all of the outstanding Units (other than Units held by the third party offeror or any Person acting jointly or in concert with the third party offeror); or

(iv) any combination of the above; and and the Drag-Along Offer is irrevocably accepted or approved by Members holding at least 50% of the outstanding Units, then on the date that the Company and the Members are notified of the names of the Members who have irrevocably accepted or approved such Drag-Along Offer, the Company is deemed to have accepted the Drag-Along Offer (to the extent applicable), and any Member who has not accepted or approved the Drag-Along Offer is deemed to have done so.

Each Member will:

(i) where a Drag-Along Offer contemplates a purchase and sale of Units, execute and deliver a purchase and sale agreement and any ancillary documents reasonably required by the purchaser to effect the transaction contemplated by the Drag-Along Offer, and will transfer to the purchaser good title to the Units of the Member free of all encumbrances, together with certificates and other documents of title evidencing ownership of such Units, duly endorsed in blank for transfer by the Member;

TIA!