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“VPM TopCo” meansVPM TOPCO LLC, a Delaware limited-liability organization. “Town Entities” meansDAP Issuer, the fresh VPMC Group and every direct and you will secondary Part of DAP Issuer one individually otherwise indirectly owns any collateral interests in just about any member of the fresh VPMC Group. For the protection out of doubt, at the time of the brand new time hereof, the newest Town Organizations shallinclude the brand new Community Blockers.

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On the prevention away from doubt, Required Economic Suggestions shall never be Certified if the Organization’s auditors features taken the audit advice associated with one audited economic statements found in theRequired Monetary Advice or if perhaps any interim financial statements included in the Required Financial Suggestions was not reviewed from the Company’s auditors in accordance with PCAOB Since the 4105. Absolutely nothing inside Section 6.17 will need any step who does argument with or violate the company’s or any kind of its Subsidiaries’ organizationaldocuments or any relevant laws and regulations, lead to, prior to the Active Day, the brand new contravention out of, or who would reasonably be expected to bring about, ahead of the Energetic Time, an admission or violation from, or default under, any offer that theCompany or any kind of its Subsidiaries is an event. Father or mother will result in the Enduring Business to spend the brand new aggregate amount payable bythe Surviving Corporation to your proprietors of these Organization Stock Choices pursuant on the preceding sentence, without the desire thereon and you may susceptible to all of the appropriate withholding, zero after compared to later away from (A) four (5) Working days just after theMerger Closure Go out and you may (B) the brand new date of your own Business’s very first on a regular basis planned payroll following the Merger Closing Go out, provided that in the case of the brand new DAP Proper, such as part of the Merger Consideration should just be payable if andto the brand new the amount offered on the DAP Legal rights Arrangement.

(e) Inthe about three (3) many years ahead of the day hereof, neither the business nor any kind of the Subsidiaries could have been an excellent “controlled business” or a “publishing business” inside the meaning of Part 355(a)(1)(A) of your own Password inconnection which have a shipping from stock which had been purported otherwise intended to be governed from the Part 355 of your own Code. (b) Or no Dissenting Offers shall remove its reputation as such (as a result of failure to learn, waiver, active withdrawal if not), next, asof the newest after of the Active Day and/or go out away from death of for example status, such offers shall thereupon getting deemed to own already been converted since the of one’s Active Date to the directly to have the Merger Idea in accordance withSection dos.step 1, rather than attention, and you will shall perhaps not afterwards end up being deemed as Dissenting Shares. All of the offers from Company Well-known Inventory that will be kept from the treasury from theCompany and you can people offers from Company Preferred Stock possessed from the people Subsidiary of your own Team, Father or mother, Merger Sandwich or other Representative of Parent instantly just before the fresh Effective Go out will instantly become terminated and you will should cease so you can exist and noconsideration will be paid off or brought inturn therefor. For each and every show of the well-known inventory, par value $0.01 for every express, of Merger Sandwich awarded and you will outstandingimmediately before the Active Go out will automatically be cancelled and you may changed into and be you to definitely validly given, completely paid and nonassessable display out of well-known inventory, par value $0.01 for each and every express, of the Enduring Corporation. Lease your Invite Household due to InvitationHomes.com otherwise with the aid of an authorized local rental broker. All the leasing information is considered to be exact, however, alter may have occurred as the photos have been removed and square video footage is actually projected.

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