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(a) For each Parent Organization provides all the needed business or limited-liability (as the appropriate) electricity and you will expert to (i) play and deliverthis Agreement, the new Reinvestment Contract, the newest Voting Agreement as well as the DAP Legal rights Contract, (ii) create its loans hereunder and you may thereunder, and (iii) susceptible to the new use associated with the Contract by the Father or mother because the sole shareholder ofMerger Sub (which shall occur just after the newest performance and you can birth of the Agreement), to consummate the newest Purchases considered hereby and you may and thus. The newest execution and you will beginning out of, as well as the consummation of your own Deals contemplated bythis Contract from the Mother or father Organizations had been duly signed up from the the required corporate otherwise limited-liability team (because the applicable) step for for each and every Father or mother Organization, susceptible to the brand new adoption associated with the Arrangement from the Parent as the solestockholder out of Merger Sandwich (and this shall can be found just after the new execution and you will birth associated with the Agreement). Each of which Contract, the newest Reinvestment Agreement and the Voting Contract had been, and also as of one’s Very first Closing the brand new DAP RightsAgreement will be, duly carried out and you can produced from the for each and every appropriate Mother or father Organization and you will, and in case the newest due authorization, performance and you will birth associated with the Arrangement as well as the DAP Liberties Agreement from the Organization, as of the fresh Effective Day constitutes (otherwise willconstitute, because the applicable) the brand new good and you can binding obligations of every appropriate Father or mother Entity, enforceable facing all of them relative to the conditions, susceptible to the newest Bankruptcy proceeding and you will Collateral Exception. Expected to become thing for the team of the Team and the Subsidiaries, taken as a whole. For the Company’s Education, zero feel have happened and that, on the giving out of notice, the brand new passageof day, otherwise each other, manage constitute reasons for cancellation otherwise loss in the brand new involvement of the organization or any one of their Subsidiaries in any Business Payment Program, but as the wouldn’t, in person or in the brand new aggregate, reasonably be anticipated tohave a pals Issue Negative Impression. No company Commission System features while the Sep step 1, 2022, recouped otherwise requested otherwise endangered recoupment from the Company otherwise people of the Subsidiaries over $10,000,000, with the exception of any such requeststhat was met because of the Team otherwise its associated Subsidiaries to your fulfillment of your own related Team Percentage System.

(iv) Any Find of Objection will hold the Shareholder Member’s calculation of one’s Meantime Shipping Shareholder Proceedsand the brand new resulting Meantime Shipment Shareholder Proceeds For each DAP Best that Shareholder Member believes People deserve discover. Including Observe of Objection might also want to be followed by a reason in the reasonable outline out of eachof the newest arguments to the data mirrored from the See away from Objection (with each other, the brand new “Objections”). To own a period of 10 (10) Working days pursuing the delivery of the See of Objection, DAP Issuer and theShareholder Representative should, inside good faith, attempt to care for any Objections; given, you to to your the amount one DAP Issuer and the Stockholder Member can not take care of all of the Objections throughout the such as ten (10) Team Dayperiod, including Arguments will be published to KPMG, LLP, or, in the event the for example company are hesitant otherwise incapable of see including part, some other independent accounting company collectively decided from the DAP Issuer and also the Shareholder Member (the newest “NeutralAuditor”). The fresh Basic Auditor should, within this 30 (30) Business days of such submission, resolve people Objections and including solution shall, on the absence of reveal mistake, be last, binding and you will definitive up on DAP Issuer and you can itsAffiliates, the newest Product sales Committee, the new Shareholder Representative, each one of the other people hereto and each of the Holders.

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• “Organization RSUs” mean time-founded limited stock devices regarding offers of Business Well-known Stock provided lower than anyCompany Inventory Package or else, along with, for the protection of question, one restricted stock products appointed because the “efficiency shares” where the brand new appropriate performance conditions would be came across, because of the its terms, for the otherwise until the MergerClosing Day.
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The brand new DAP Proper Check in will set forth the name and you may address of each and every Manager, what number of DAP Rights held by including Owner and you will, if appropriate, the fresh You.S. taxpayeridentification level of including Proprietor. The fresh DAP Right Check in was updated since the necessary from the Rights Agent so you can echo the fresh introduction or removal of Holders (and pursuant to the Allowed Transmits). Every one of DAP Issuer plus the ShareholderRepresentative will get receive and you may check a duplicate of the DAP Correct Register, periodically, through to written demand designed to the new Legal rights Agent.

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