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(b) Section step 3.9(b) of one’s Company Revelation Page kits ahead an inventory by the new day of this Arrangement you to iscomplete and you may accurate in all thing respects of the many Possessed Real-estate. (d) All a good shares away from CompanyCommon Stock is actually, and all sorts of offers out of Team Well-known Inventory susceptible to issuance because the specified inside the Point 3.2(b) of the Business Revelation Page, through to issuance on the terms and conditions specified on the tools pursuantto that they is actually issuable, was, properly registered, validly granted, fully repaid and you will nonassessable rather than susceptible to or given within the citation of any buy alternative, phone call option, correct from earliest refusal, preemptive best, subscription correct otherwise anysimilar right below any supply of the DGCL, Certificate from Incorporation or perhaps the Bylaws otherwise one contract that the business is a celebration or is if you don’t bound. (ii) Despite anything to the exact opposite in this Arrangement, any holderof Uncertificated Shares (other than offers becoming cancelled relative to Section 2.1(b) and you may Dissenting Offers) shall not expected to submit a certification or an carried out page out of transmittal to the Investing Agent toreceive the new Merger Idea you to for example holder try eligible to discovered pursuant to that Post II. In place thereof, per holder from checklist of just one or more Uncertificated Shares shall, abreast of bill by Paying Representative of a keen “agent’smessage” in the traditional function in terms of any Uncertificated Show (otherwise such as almost every other evidence, if any, out of import since the Investing Representative can get relatively request), be promptly paid the new Merger Said according of these Uncertificated Express,subject to one applicable withholding, and including Uncertificated Express will forthwith become cancelled. The newest Merger Thought and you may Shareholder Proceeds Limit Matter, along with any other applicable monetary, share-founded identity or supply herein, will likely be modified to help you echo totally the end result of any reclassification,inventory split, reverse separated, inventory dividend (and one bonus or delivery out of securities convertible on the Team Preferred Stock), reorganization, recapitalization or other such transform regarding Company Well-known Stock happening after thedate hereof and you may prior to the Effective Time.

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