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(d) A holder may make a composed demand tothe Liberties Agent to help you change for example ▇▇▇▇▇▇’s address from listing on the DAP Proper Check in. Abreast of bill of these composed observe, the fresh Liberties Agent should punctually listing the alteration from address inthe DAP Correct Check in. “VPM TopCo” meansVPM TOPCO LLC, a Delaware limited-liability business. “Village Entities” meansDAP Issuer, the new VPMC Class and each lead and you can secondary Part out of DAP Issuer you to individually otherwise ultimately has any equity interests in every person in the new VPMC Group.

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None the company nor any kind of the Subsidiaries has (A) people an excellent stock adore legal rights, phantom inventory otherwise similar rights or loans or (B) an excellent securities, debentures, notes or any other similarobligations, the fresh holders at which feel the directly to choose (otherwise which are modifiable for the otherwise exercisable for securities obtaining to choose and other security ties of one’s Team) to the stockholders of the Company to your any matter. Most other thanthe Company Investors Contract, none the company nor any one of the Subsidiaries try a celebration to or is limited by people contract depending on the voting (in addition to trusts otherwise proxies) or sale or transfer of any shares out of financing stock or otherequity welfare of your Company. Except while the explained within the Section 3.2(c) of the Team Revelation Letter or pursuant to the Team Shareholders Agreement, and you may except to your extent developing pursuant so you can appropriate statetakeover otherwise similar laws and regulations, there are not any subscription liberties, and there’s zero rights agreement, “poison pill” anti-takeover bundle or other similar contract that the firm or some of its Subsidiaries are a party or by which they otherwise they arebound with regards to one security defense of every class of the business otherwise any one of the Subsidiaries. To the the total amount very decided, including bucks amounts might possibly be put into the brand new For each and every Express CashConsideration and does not be payable beneath the DAP Rights Agreement (and if the fresh applicable exchange is actually a whole Village Selling and you may for example Whole Community Product sales doesn’t come with one deferred bucks consideration (along with people escrow otherwise holdbackamount), then your DAP Liberties would be removed from the new Merger Idea) (the newest For every Express Bucks Idea and also the DAP Correct, or no, together with her, the newest “Merger Idea”). To the extent not arranged, for example proceeds will betransferred in order to DAP Issuer instantaneously prior to the Closing and you will, of and you can after the Effective Go out, is going to be as part of the formula of your Readily available Cash Equilibrium according to the DAP Liberties Agreement.

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Which Agreement is generally conducted and you will introduced from the facsimile otherwise from the a digital see brought by email. In which which Agreement provides for notice in order to Holders, for example observe is going to be well enough given (unless otherwise herein explicitly given) if inwriting just in case brought myself, facsimiled (that is verified), sent because of the straight away courier (taking evidence of birth) otherwise mailed, first-classification postage prepaid service, to every Holder affected by such as enjoy, at the their, their otherwise its target because it seems inthe DAP Right Check in, maybe not later compared to the most recent go out, and not earlier than the first date, given on the offering of such observe. Nevertheless in which find to help you Proprietors is given because of the mail, none the new failure to help you mail for example see, nor one defectin people observe thus mailed, to virtually any kind of Holder shall change the sufficiency of these notice in terms of almost every other Proprietors. Abreast of one integration of otherwise merger from the DAP Issuer that have otherwise for the all other Person, otherwise one conveyance, transfer otherwise book of your services andassets drastically since the a keen totality to any Person in accordance which have Point six.1, and subject to Section 6.1(c), the newest Thriving Individual shall allow it to be in order to, and stay replaced with, and may exerciseevery correct and energy away from, DAP Issuer less than which Arrangement with the exact same effect as if the fresh Thriving Person ended up being known DAP Issuer here; offered, you to regardless of such transaction, when the DAP Issuer try a thriving organization inside the thetransaction, DAP Issuer should as well as are nevertheless responsible for the newest overall performance from the “DAP Issuer” hereunder. (ii) prior to for example deal otherwise deals, DAP Issuer provides taken to the new Stockholder Member a police’s Certificatestating you to such as consolidation, merger, conveyance, task, transfer, lease and other disposition complies using this type of Part six.1 which all the conditions precedent herein sent to according to such as transaction havebeen complied having.