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(d) A holder could make a created demand tothe Rights Agent to help you alter including ▇▇▇▇▇▇’s target of checklist regarding the DAP Correct Check in. On acknowledgment of such composed find, the newest Rights Representative will on time number the alteration out of target inthe DAP Proper Sign in. “VPM TopCo” meansVPM TOPCO LLC, a great Delaware limited liability company. “Town Entities” meansDAP Issuer, the newest VPMC Category and every direct and you may indirect Subsidiary of DAP Issuer one in person or indirectly possess any collateral welfare in every member of the fresh VPMC Class.

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None the organization nor any of their Subsidiaries have (A) one an excellent stock love liberties, phantom stock otherwise comparable rights otherwise financial obligation otherwise (B) a fantastic ties, debentures, cards or other similarobligations, the new proprietors at which feel the right to vote (or that are convertible on the otherwise exercisable to have bonds getting the to vote or any other collateral ties of your own Organization) for the stockholders of your Business to your people amount. Other thanthe Team Shareholders Contract, none the firm nor any of their Subsidiaries is a party to help you or perhaps is limited by people agreement with regards to the voting (in addition to trusts otherwise proxies) otherwise product sales or import of every shares from money inventory or otherequity welfare of one’s Organization. Except because the described inside Area step 3.2(c) of your own Team Revelation Page otherwise pursuant for the Team Shareholders Arrangement, and you may but on the the total amount arising pursuant in order to applicable statetakeover otherwise equivalent laws, there are no registration legal rights, as there are no liberties contract, “poison pill” anti-takeover bundle or other comparable arrangement to which the organization or any of their Subsidiaries is actually a celebration or whereby they or they arebound in terms of any equity security of any category of the company otherwise some of their Subsidiaries. To the the quantity therefore agreed, including bucks amounts might possibly be added to the fresh For each Share CashConsideration and does not be payable under the DAP Liberties Arrangement (and in case the fresh relevant deal try a complete Community Selling and including Whole Town Product sales does not include any deferred bucks consideration (along with one escrow otherwise holdbackamount), then your DAP Legal rights might possibly be taken off the brand new Merger Thought) (the brand new For each and every Share Cash Consideration and the DAP Correct, if any, together with her, the fresh “Merger Said”). For the the quantity not too arranged, for example proceeds will betransferred to DAP Issuer instantly ahead of the Closing and you may, out of and you can after the Active Date, might be included in the calculation of your Available Dollars Equilibrium according to the DAP Legal rights Contract.

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So it Contract may be carried out and you may brought because of the facsimile or because of the an electronic test produced because of the electronic mail. Where so it Agreement provides for find to help you People, such find is going to be sufficiently offered (until if not here explicitly offered) if the inwriting and in case brought individually, facsimiled (that is confirmed), delivered by right away courier (delivering evidence of delivery) or shipped, first-class shipping prepaid service, every single Holder affected by such as experience, from the their, their otherwise the address because looks inthe DAP Right Check in, perhaps not after compared to the latest day, and not earlier than the first date, recommended on the giving of these observe. Regardless in which observe in order to People is offered because of the send, none the fresh inability so you can post for example notice, nor any defectin people find therefore mailed, to any form of Manager shall impact the sufficiency of these find in terms of almost every other Holders. Abreast of any consolidation of or merger by DAP Issuer having or for the all other Person, otherwise one conveyance, transfer otherwise rent of the functions andassets dramatically since the an totality to the Person in accordance having Section 6.step one, and you can susceptible to Section six.1(c), the fresh Enduring People should enable it to be so you can, and be substituted for, that will exerciseevery correct and you may energy from, DAP Issuer lower than that it Arrangement with similar feeling as if the newest Thriving People ended up being known DAP Issuer here; provided, you to definitely notwithstanding such purchase, in the event the DAP Issuer is actually a thriving organization within the thetransaction, DAP Issuer shall in addition to continue to be accountable for the new efficiency by the “DAP Issuer” hereunder. (ii) prior to such exchange otherwise transactions, DAP Issuer provides brought to the newest Shareholder Affiliate a police’s Certificatestating you to definitely such as consolidation, merger, conveyance, assignment, transfer, rent or any other feeling complies with this Section six.step 1 which all the requirements precedent herein taken to in accordance with such as purchase havebeen complied that have.