Common use of Special Dividend Clause in Contracts

Special Dividend. On a single occasion after January 1, 2022, upon any Stockholder’s written request (delivered to the Company and each other Stockholder), the Company will take all actions reasonably necessary to pay a one-time dividend on the Preferred Stock (the “Special Dividend”) equal to the highest dividend that the Board determines can be paid at that time subject to the limitations imposed under Delaware law and this Section 3.5, unless within five (5) business days after notification by the Company to the Stockholders of the amount of the highest dividend that can be paid at that time (which dividend shall not be declared or paid during such five (5) business day period), the Stockholders unanimously agree to the payment of a Special Dividend in a lower amount in a writing delivered to the Company. If the Board, pursuant to this Section, determines that the highest amount of Special Dividend that can be paid at such time is less than $50,000,000, then, unless the Stockholders unanimously agree to the payment of a Special Dividend of less than $50,000,000 in a writing delivered to the Company, no Special Dividend shall be declared or paid and the right to request the payment of the Special Dividend pursuant to the first sentence of this Section 3.5(a) shall remain unused and shall remain available. In connection with the foregoing, the Company shall (i) to the extent required based on the Company’s financial condition, reasonably promptly seek and obtain financing Indebtedness (the “Debt Financing”) to effectuate such Special Dividend and (ii) declare and pay such Special Dividend, which, if the Debt Financing is required, shall be paid substantially contemporaneous with, or reasonably promptly after, the consummation of such Debt Financing; provided that (A) the Company shall not, and shall not be required to, incur any such Debt Financing in an amount that would cause the Company’s Leverage Ratio to be more than 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Debt Financing and the payment of such Special Dividend, and (B) such Debt Financing shall (1) reflect financing and other terms consistent with leveraged finance market practice for non-distressed transactions of this type, taking into account the Company’s LTM Adjusted EBITDA at such time and pro forma total leverage ratio and secured leverage ratio for the transaction and other attributes of the Company as compared to other similarly situated borrowers incurring similar amounts of Indebtedness at such time (provided that the Company shall not agree in the definitive agreement of such Debt Financing to any restrictions on the payment of cash dividends and/or distributions in respect of the Preferred Stock, subject to conditions no more restrictive to the borrower thereunder than the absence of any continuing “event of default” (or similar term used in the definitive documentation for the Debt Financing)), (2) be obtained without any equity or equity-linked features, and (3) have a maturity date of at least three years after the incurrence of such Debt Financing; provided, further, that to the extent that the restrictions in clause (A) of the foregoing proviso would not permit the declaration and payment in full of the maximum amount of the Special Dividend requested by the Stockholder, the Special Dividend shall, to the extent it is at least $50,000,000, nonetheless be effectuated to the maximum amount permitted by clause (A). Notwithstanding the foregoing, if $100,000,000 of Special Dividends and Annual Dividends (as defined in the Certificate of Designations), in aggregate, have been paid on the Preferred Stock, the Company will use any remaining amount of the Special Dividend requested by the Stockholder to pay a pro rata dividend (the “Pro Rata Dividend”) on the Common Stock (with the Preferred Stock participating on an as-converted basis in accordance with Section 4(f) of the Certificate of Designation). For the avoidance of doubt, the Company shall only be obligated to pay a Special Dividend pursuant to this Section 3.5 one time, subject to the second sentence of this Section 3.5(a). If any of the Stockholders requests the payment of a Special Dividend pursuant to this Section 3.5, and such Special Dividend is paid, thereafter, no Stockholder shall be entitled to any further rights pursuant to this Section 3.5, subject to the second sentence of this Section 3.5(a).

Special Dividend. On (a) Prior to Closing, (i) MDLY shall cause Medley LLC to declare a single occasion after January 1dividend to all holders of Units, 2022including MDLY, upon any Stockholder’s written request (delivered to the Company and each other Stockholder), the Company will take all actions reasonably necessary to pay a one-time dividend on the Preferred Stock (the “Special Dividend”) in an amount equal to the highest dividend that the Board determines can be paid at that time subject to the limitations imposed under Delaware law and this Section 3.5, unless within five (5) business days after notification by the Company to the Stockholders lesser of the amount of the highest dividend that can be paid at that time (which dividend shall not be declared or paid during such five (5) business day period), the Stockholders unanimously agree to the payment of a Special Dividend in a lower amount in a writing delivered to the Company. If the Board, pursuant to this Section, determines that the highest amount of Special Dividend that can be paid at such time is less than $50,000,000, then, unless the Stockholders unanimously agree to the payment of a Special Dividend of less than $50,000,000 in a writing delivered to the Company, no Special Dividend shall be declared or paid and the right to request the payment of the Special Dividend pursuant to the first sentence of this Section 3.5(a) shall remain unused and shall remain available. In connection with the foregoing, the Company shall (i) to the extent required based on the Company’s financial condition, reasonably promptly seek and obtain financing Indebtedness (the “Debt Financing”) to effectuate such Special Dividend and (ii) declare and pay such Special Dividend, which, if the Debt Financing is required, shall be paid substantially contemporaneous with, or reasonably promptly after, the consummation of such Debt Financing; provided that (A) the Company shall not, and shall not be required to, incur any such Debt Financing in an amount that would cause the Company’s Leverage Ratio to be more than 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Debt Financing and the payment of such Special Dividend$0.35 per Unit, and (B) such Debt Financing shall (1) reflect financing and other terms consistent with leveraged finance market practice for non-distressed transactions of this type, taking into account the Company’s LTM Adjusted EBITDA maximum dividend per Unit that Medley LLC may make based on its available cash at such the time and pro forma total leverage ratio and secured leverage ratio for the transaction and other attributes of the Company as compared to other similarly situated borrowers incurring similar amounts of Indebtedness at such time (provided that the Company shall not agree in the definitive agreement of such Debt Financing to any restrictions on the payment of cash dividends and/or distributions in respect of the Preferred Stock, subject to conditions no more restrictive to the borrower thereunder than the absence of any continuing “event of default” (or similar term used in the definitive documentation for the Debt Financing)), (2) be obtained without any equity or equity-linked featuresdeclaration, and (3ii) have the MDLY Board shall declare a maturity date dividend to all holders of shares of Class A Common Stock in an amount per share equal to the lesser of (i) $0.35 per share of Class A Common Stock, and (ii) the maximum dividend per share of Class A Common Stock that MDLY may make based on its available cash at least three years after the incurrence time of such Debt Financing; provideddeclaration (collectively, further, that to the extent that “First Special Dividend” and the restrictions in clause (A) of the foregoing proviso would not permit the declaration and payment in full of the maximum per-share amount of the Special Dividend requested by the Stockholder, the Special Dividend shall, such dividend payable to the extent it is at least $50,000,000, nonetheless be effectuated to the maximum amount permitted by clause (A). Notwithstanding the foregoing, if $100,000,000 holders of Special Dividends Units and Annual Dividends (as defined in the Certificate holders of Designations), in aggregate, have been paid on the Preferred Stock, the Company will use any remaining amount shares of the Special Dividend requested by the Stockholder to pay a pro rata dividend (the “Pro Rata Dividend”) on the Class A Common Stock (with which per share amount shall in all events be equal), the Preferred Stock participating on an as-converted basis in accordance with Section 4(f) of the Certificate of Designation“First Special Dividend Amount”). For the avoidance of doubt, the First Special Dividend will be paid to holders of Units (including Medley Restricted Units) (in all cases, prior to the exchange of Units for shares of Class A Common Stock pursuant to Section 7.6) and holders of shares of Class A Common Stock outstanding on the record date for the First Special Dividend, in each case, in accordance with this Agreement. The record date for determining the holders of shares of Class A Common Stock entitled to payment of the First Special Dividend shall be the close of business on the second Business Day immediately preceding the Closing Date and the First Special Dividend shall be paid on the Business Day immediately prior to the Closing Date. In addition, the holders of MDLY RSUs will receive dividend equivalent rights with respect to the First Special Dividend in accordance with the terms of the MDLY Stock Plan and the restricted stock unit award agreements governing the MDLY RSUs, which amount shall be paid as a dividend equivalent (i) in the case MDLY RSUs held by non-management directors, at the same time the MDLY RSUs settle pursuant to Section 2.5(b)(ii) and (ii) in the case of MDLY RSUs held by any other Person, at the same time as underlying SIC RSUs (received pursuant to the conversion described in Section 2.5(b)(i)) are vested and settle. (b) Prior to Closing, the MDLY Board shall declare a special dividend, payable in cash to the holders of shares of Class A Common Stock, in an amount equal to the lesser of (a) $0.30 per share of Class A Common Stock, and (ii) the maximum dividend per share of Class A Common Stock that MDLY may make based on its available cash at the time of such declaration (the “Second Special Dividend” and the per-share amount of such dividend payable to the holders of shares of Class A Common Stock, the “Second Special Dividend Amount”). The record date for determining the holders of shares of Class A Common Stock entitled to payment of the Second Special Dividend shall be the close of business on the Business Day immediately preceding the Closing Date and the Second Special Dividend shall be payable (and the Surviving Company shall pay, and SIC shall cause the Surviving Company to pay, the Second Special Dividend) on the Business Day immediately following the Closing Date. For the avoidance of doubt, (i) the Second Special Dividend will only be obligated payable to pay a holders of record of shares of Class A Common Stock as of the close of business on the Business Day immediately preceding the Closing Date, which date and time shall be prior to the exchange of Units for Class A Common Stock in accordance with Section 7.6; (ii) notwithstanding provisions in the Class A Unit Award Agreements to the contrary, no dividend or dividend equivalent payment on unvested Medley Restricted Units shall be paid on account of the Second Special Dividend; and (iii) no holder of MDLY RSUs will be entitled to receive any dividend equivalent rights or payments with respect to payment of the Second Special Dividend pursuant to this Section 3.5 one time, subject to under the second sentence terms of the MDLY Stock Plan and the restricted stock unit award agreements governing the MDLY RSUs. (c) The provisions of this Section 3.5(a). If 2.10 shall be interpreted in all events so as to ensure that no duplicative distribution, dividend or dividend equivalent is paid to any of the Stockholders requests the payment holder of a Special Dividend pursuant to this Section 3.5Unit, and such Special Dividend is paida Medley Restricted Unit, thereafter, no Stockholder shall be entitled to any further rights pursuant to this Section 3.5, subject to the second sentence a MDLY RSU or a holder of this Section 3.5(a)shares of Class A Common Stock.

Special Dividend. On a single occasion after January 1, 2022, upon any Stockholder’s written request (delivered 9.1 The parties agree that in addition to the Company and each other Stockholder)consideration payable in connection with the Acquisition, prior to the Effective Date, the Company Target Directors will take all actions reasonably necessary be entitled (if they see fit) to pay declare and approve the payment of a one-time dividend by Target to Target Shareholders on the Preferred Stock register of members of Target at the Scheme Record Time (or, if the Acquisition is implemented by way of an Offer, the date on which the Offer is declared or becomes unconditional) in an amount of 2.5 xxxxx per Target Share (the “Special Dividend”) equal to the highest dividend that the Board determines can be paid at that time subject to the limitations imposed under Delaware law and this Section 3.5, unless within five (5) business days after notification by the Company to the Stockholders of the amount of the highest dividend that can be paid at that time (which dividend shall not be declared or paid during such five (5) business day period), the Stockholders unanimously agree to the . The payment of a Special Dividend in a lower amount in a writing delivered to the Company. If the Board, pursuant to this Section, determines that the highest amount of Special Dividend that can be paid at such time is less than $50,000,000, then, unless the Stockholders unanimously agree to the payment of a Special Dividend of less than $50,000,000 in a writing delivered to the Company, no Special Dividend shall be conditional upon, and only payable if, the Scheme becomes Effective (or, if the Acquisition is implemented by way of an Offer, the Offer is declared or becomes unconditional). If such Special Dividend is declared prior to the Effective Date, Bidco shall procure that the Special Dividend is paid to Target Shareholders not more than 14 days after the Effective Date.‌ 9.2 Target Shareholders will be entitled to receive and retain the Special Dividend without any reduction being made to the Acquisition Price payable in connection with the Acquisition. 9.3 Viavi and Bidco each consents (and shall, if required, confirm such consent in writing to the Panel before the Special Dividend is declared) to the Special Dividend being declared, made and paid for the purposes of Rule 21 of the Code and agrees that it shall not have the right to request invoke Condition 3.10(b) in Appendix I to the Announcement in respect of such declaration, making or payment of such Special Dividend. 9.4 Bidco and Viavi each undertakes in favour of Target that, following completion of the Acquisition, it will not cause or permit the payment of the Special Dividend pursuant to the first sentence of this Section 3.5(a) shall remain unused be revoked or cancelled unless, and shall remain available. In connection with the foregoing, the Company shall (i) then only to the extent required based on the Company’s financial conditionthat, reasonably promptly seek and obtain financing Indebtedness (the “Debt Financing”) to effectuate such Special Dividend and (ii) declare and pay such Special Dividend, which, if the Debt Financing is required, shall be paid substantially contemporaneous with, or reasonably promptly after, the consummation of such Debt Financing; provided that (A) the Company shall not, and shall not be required to, incur any such Debt Financing in an amount that would cause the Company’s Leverage Ratio to be more than 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Debt Financing and the payment of such Special Dividend, and (B) such Debt Financing shall (1) reflect financing and other terms consistent with leveraged finance market practice for non-distressed transactions of this type, taking into account the Company’s LTM Adjusted EBITDA at such time and pro forma total leverage ratio and secured leverage ratio for the transaction and other attributes of the Company as compared to other similarly situated borrowers incurring similar amounts of Indebtedness at such time (provided that the Company shall not agree in the definitive agreement of such Debt Financing to any restrictions on the payment of cash dividends and/or distributions in respect of the Preferred Stock, subject to conditions no more restrictive to the borrower thereunder than the absence of any continuing “event of default” (or similar term used in the definitive documentation for the Debt Financing)), (2) be obtained without any equity or equity-linked features, and (3) have a maturity date of at least three years after the incurrence of such Debt Financing; provided, further, that to the extent that the restrictions in clause (A) of the foregoing proviso would not permit the declaration and payment in full of the maximum amount of the Special Dividend requested would contravene Part 23 of the Act or any other applicable law or regulation. 9.5 Bidco reserves the right (without prejudice to any right Bidco may have, with the consent of the Panel, to invoke Condition 3.10(b) in Appendix I to the Announcement) to (at Bidco’s sole discretion) reduce the Acquisition Price by an amount equal to any dividend, distribution or other return of value declared, made or paid by Target (other than the StockholderSpecial Dividend). In such circumstances, the Special Dividend shall, to the extent it is at least $50,000,000, nonetheless be effectuated to the maximum amount permitted by clause (A). Notwithstanding the foregoing, if $100,000,000 of Special Dividends and Annual Dividends (as defined in the Certificate of Designations), in aggregate, have been paid on the Preferred Stock, the Company will use any remaining amount of the Special Dividend requested by the Stockholder to pay a pro rata dividend (the “Pro Rata Dividend”) on the Common Stock (with the Preferred Stock participating on an as-converted basis in accordance with Section 4(f) of the Certificate of Designation). For the avoidance of doubt, the Company shall only be obligated to pay a Special Dividend pursuant to this Section 3.5 one time, subject to the second sentence of this Section 3.5(a). If any of the Stockholders requests the payment of a Special Dividend pursuant to this Section 3.5, and such Special Dividend is paid, thereafter, no Stockholder Target Shareholders shall be entitled to retain any further rights pursuant to such dividend, distribution or other return of value and any reference in the Announcement or this Section 3.5, subject Agreement to the second sentence of this Section 3.5(a)Acquisition Price will be deemed to be a reference to the Acquisition Price as so reduced.

Special Dividend. On a single occasion after January 1For purposes of this Agreement, 2022the “Special Dividend” means the amount of $0.50 in cash per share of Company Common Stock, upon any Stockholder’s written request (delivered as it may be adjusted pursuant to this Section 5.12, without interest. No earlier than 10 Business Days prior to the Company and each other Stockholdercontemplated Closing Date (as determined by the parties pursuant to Section 1.3), the Company will take shall deliver to Parent an accurate and complete, in all actions reasonably necessary to pay a one-time dividend on material respects, itemized estimate of, without duplication, (i) all fees, costs and expenses of brokers, finders, investment bankers, attorneys, accountants and other consultants and advisors (including the Preferred Stock (the “Special Dividend”) equal to the highest dividend that the Board determines can be paid at that time subject to the limitations imposed under Delaware law fees and this commissions contemplated in Section 3.5, unless within five (5) business days after notification by the Company to the Stockholders of the amount of the highest dividend that can be paid at that time (which dividend shall not be declared or paid during such five (5) business day period), the Stockholders unanimously agree to the payment of a Special Dividend 2.25 and in a lower amount in a writing delivered to the Company. If the Board, pursuant to this Section, determines that the highest amount of Special Dividend that can be paid at such time is less than $50,000,000, then, unless the Stockholders unanimously agree to the payment of a Special Dividend of less than $50,000,000 in a writing delivered to the Company, no Special Dividend shall be declared or paid and the right to request the payment of the Special Dividend pursuant to the first sentence of this Section 3.5(a) shall remain unused and shall remain available. In connection with the foregoing, arrangements contemplated by the Company shall following clause (iii) to the extent required based on the Company’s financial condition, reasonably promptly seek and obtain financing Indebtedness (the “Debt Financing”of this sentence) to effectuate such Special Dividend and (ii) declare all sale, change-of-control, “stay-around,” retention or similar bonuses or payments to any Company Associates or other Persons, in each case that have been paid or will become payable or have otherwise been incurred by or on behalf of the Acquired Companies as a result of or in connection with the preparation, negotiation, execution, delivery and pay such Special Dividend, which, if the Debt Financing is required, shall be paid substantially contemporaneous with, or reasonably promptly after, performance of this Agreement and the consummation of such Debt Financing; provided that the Contemplated Transactions (Acollectively, the “Transaction Expenses”) the Company shall not, and shall not be required to, incur any such Debt Financing in an amount that would cause the Company’s Leverage Ratio to be more than 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Debt Financing and the payment of such Special Dividend, and (B) such Debt Financing shall (1) reflect financing and other terms consistent with leveraged finance market practice for non-distressed transactions of this type, taking into account the Company’s LTM Adjusted EBITDA at such time and pro forma total leverage ratio and secured leverage ratio for the transaction and other attributes as of the Company as compared to other similarly situated borrowers incurring similar amounts of Indebtedness at such time (provided that the Company shall not agree in the definitive agreement of such Debt Financing to any restrictions on the payment of cash dividends and/or distributions in respect of the Preferred Stock, subject to conditions no more restrictive to the borrower thereunder than the absence of any continuing “event of default” (or similar term used in the definitive documentation for the Debt Financing)), (2) be obtained without any equity or equity-linked features, and (3) have a maturity date of at least three years after the incurrence of such Debt Financing; provided, further, that to the extent that the restrictions in clause (A) of the foregoing proviso would not permit the declaration and payment in full of the maximum amount of the Special Dividend requested by the Stockholder, the Special Dividend shall, to the extent it is at least $50,000,000, nonetheless be effectuated to the maximum amount permitted by clause (A). Notwithstanding the foregoing, if $100,000,000 of Special Dividends and Annual Dividends (as defined in the Certificate of Designations), in aggregate, have been paid on the Preferred Stock, the Company will use any remaining amount of the Special Dividend requested by the Stockholder to pay a pro rata dividend (the “Pro Rata Dividend”) on the Common Stock (with the Preferred Stock participating on an as-converted basis in accordance with Section 4(f) of the Certificate of Designation)contemplated Closing Date. For the avoidance of doubt, the Transaction Expenses shall not include (w) any fees, costs, expenses or payments to the extent incurred by or at the direction of Parent or Merger Sub after the date hereof, (x) any filing fees or other similar fees, costs or expenses, including filing fees payable in connection with the filing of the Proxy Statement with the SEC, (y) any fees, costs and expenses for preparing and mailing the Proxy Statement, convening the Company shall only be obligated to pay a Stockholders Meeting or any adjournment thereof or solicitation of proxies from the Company’s stockholders (other than, in the case of this clause “(y)”, any fees, costs or expenses of the professionals specified in clause “(i)” of this Section 5.12) or (z) the cost of the “tail” insurance policy contemplated in Section 5.4(c). To the extent that the aggregate Transaction Expenses in such list exceed $3,050,000, the aggregate amount of the Special Dividend pursuant shall be decreased by the amount of such excess, and the per-share amount of the Special Dividend shall be adjusted accordingly pro rata. Following such determination of the amount of the Special Dividend and prior to this Section 3.5 one timethe Closing, subject to applicable Law, the second sentence Company’s board of directors shall declare a cash dividend, the record date for which shall be the close of business on the last Business Day prior to the day on which the Effective Time occurs (the “Special Dividend Record Date”) and the payment date for which shall be three Business Days after the Effective Time (the “Special Dividend Payment Date”), in the amount of the Special Dividend payable to holders of record of issued and outstanding shares of Company Common Stock; provided that payment of the Special Dividend shall be contingent on the consummation of the Merger. Following determination of the amount of the Special Dividend in accordance with this Section 3.5(a). If any 5.12, the Company shall have the right, but not the obligation, to deposit funds equal to the aggregate amount of the Stockholders requests the payment of a Special Dividend with a paying agent selected by the Company and that is reasonably acceptable to Parent (and subject to a paying agent agreement in form and substance reasonably acceptable to Parent) to be held in trust for the holders of record of issued and outstanding shares of Company Common Stock on the Special Dividend Record Date. Parent shall cause the Surviving Corporation (or the paying agent with which the Company deposited funds in trust pursuant to this Section 3.5the immediately preceding sentence) to pay, or for Special Dividends with respect to which there is a Tax withholding obligation, shall cause to be paid through Parent’s or the Surviving Corporation’s standard payroll practices, if applicable, and such less any applicable withholding for Taxes, the Special Dividend is paid, thereafter, no Stockholder shall be entitled to any further rights pursuant to this Section 3.5, subject to on the second sentence of this Section 3.5(a)Special Dividend Payment Date.

Special Dividend. (a) On a single occasion after January 1, 2022, upon any Stockholder’s written request (delivered to the Company and each other Stockholder), the Company will take all actions reasonably necessary to pay a one-time dividend on the Preferred Stock (the “Special Dividend”) equal to the highest dividend that the Board determines can be paid at that time subject to the limitations imposed under Delaware law and this Section 3.5, unless within five (5) business days after notification by the Company to the Stockholders of the amount of the highest dividend that can be paid at that time (which dividend shall not be declared or paid during such five (5) business day period), the Stockholders unanimously agree to the payment of a Special Dividend in a lower amount in a writing delivered to the Company. If the Board, pursuant to this SectionSection 3.5, determines that the highest amount of Special Dividend that can be paid at such time is less than $50,000,000, then, unless the Stockholders unanimously agree to the payment of a Special Dividend of less than $50,000,000 in a writing delivered to the Company, no Special Dividend shall be declared or paid and the right to request the payment of the Special Dividend pursuant to the first sentence of this Section 3.5(a) shall remain unused and shall remain available. In connection with the foregoing, the Company shall (i) to the extent required based on the Company’s financial condition, reasonably promptly seek and obtain financing Indebtedness (the “Debt Financing”) to effectuate such Special Dividend and (ii) declare and pay such Special Dividend, which, if the Debt Financing is required, shall be paid substantially contemporaneous with, or reasonably promptly after, the consummation of such Debt Financing; provided that (A) the Company shall not, and shall not be required to, incur any such Debt Financing in an amount that would cause the Company’s Leverage Ratio to be more than 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Debt Financing and the payment of such Special Dividend, and (B) such Debt Financing shall (1) reflect financing and other terms consistent with leveraged finance market practice for non-distressed transactions of this type, taking into account the Company’s LTM Adjusted EBITDA at such time and pro forma total leverage ratio and secured leverage ratio for the transaction and other attributes of the Company as compared to other similarly situated borrowers incurring similar amounts of Indebtedness at such time (provided that the Company shall not agree in the definitive agreement of such Debt Financing to any restrictions on the payment of cash dividends and/or distributions in respect of the Preferred Stock, subject to conditions no more restrictive to the borrower thereunder than the absence of any continuing “event of default” (or similar term used in the definitive documentation for the Debt Financing)), (2) be obtained without any equity or equity-linked features, and (3) have a maturity date of at least three years after the incurrence of such Debt Financing; provided, further, that to the extent that the restrictions in clause (A) of the foregoing proviso would not permit the declaration and payment in full of the maximum amount of the Special Dividend requested by the Stockholder, the Special Dividend shall, to the extent it is at least $50,000,000, nonetheless be effectuated to the maximum amount permitted by clause (A). Notwithstanding the foregoing, if $100,000,000 of Special Dividends and Annual Dividends (as defined in the Certificate of Designations, including for the avoidance of doubt Annual Dividends paid in cash, shares of Common Stock, shares of Preferred Stock or any combination thereof), in aggregate, have been paid on the Preferred Stock, the Company will use any remaining amount of the Special Dividend requested by the Stockholder to pay a pro rata dividend (the “Pro Rata Dividend”) on the Common Stock (with the Preferred Stock participating on an as-converted basis in accordance with Section 4(f) of the Certificate of DesignationDesignations); provided, that the reference to $100,000,000 in this sentence shall be reduced by the aggregate liquidation preference of the Additional Series B Shares at the time of the Additional Series B Issuance. For the avoidance of doubt, the Company shall only be obligated to pay a Special Dividend pursuant to this Section 3.5 one time, subject to the second sentence of this Section 3.5(a). If any of the Stockholders requests the payment of a Special Dividend pursuant to this Section 3.5, and such Special Dividend is paid, thereafter, no Stockholder shall be entitled to any further rights pursuant to this Section 3.5, subject to the second sentence of this Section 3.5(a). (b) For the avoidance of doubt, the Special Dividend shall constitute a “Special Dividend” under Section 4(g) of the Certificate of Designations, except for the portion, if any, comprising the Pro Rata Dividend, which shall constitute a “Participating Dividend” for purposes of Section 4(f) of the Certificate of Designations. Notwithstanding the foregoing or anything to the contrary provided elsewhere herein, (x) the Company shall not be required to take any action that the Company reasonably believes may be prohibited by applicable law, or any action that the Company reasonably believes may constitute a fraudulent conveyance or fraudulent transfer under applicable law and (y) the Company may delay, for a reasonable period of time not to exceed 20 business days, the transactions contemplated by a Stockholder’s request pursuant to this Section 3.5 if pursuing and/or consummating such transaction at such time is not, in the good faith opinion of the Board, in the best interest of the Company because it would (1) materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving the Company, (2) materially adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by the Company or (3) require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders.

Special Dividend. On a single occasion after January 1, 2022, upon any Stockholder’s written request (delivered a) Not less than five days prior to the Company Separation Date, Viacom shall have calculated the Estimated Special Dividend Amount and each other Stockholder), shall have prepared a schedule in the Company will take all actions reasonably necessary to pay a one-time dividend on the Preferred Stock form attached hereto as Schedule 2.08(a) (the “Special DividendEstimated Calculation Statement”) equal setting forth such good faith calculation of the Estimated Special Dividend Amount. The board of directors of New Viacom shall, in accordance with the Bylaws of New Viacom and the Delaware General Corporation Law, declare a dividend to Viacom, as the highest dividend that the Board determines can be paid at that time subject to the limitations imposed under Delaware law and this Section 3.5sole stockholder of New Viacom, unless within five (5) business days after notification by the Company to the Stockholders of in the amount of the highest dividend that can Estimated Special Dividend Amount, subject to adjustment pursuant to Section 2.08(e) hereof, and cause the Estimated Special Dividend Amount to be paid at that time (which dividend shall to Viacom not be declared or paid during such five (5) business day period), later than the Stockholders unanimously agree last Business Day prior to the payment of Separation Date. (b) As promptly as practicable, but no later than 75 days after the Separation Date, CBS shall prepare and deliver to New Viacom a Special Dividend schedule in a lower amount in a writing delivered to the Company. If the Board, pursuant to this Section, determines that the highest amount of Special Dividend that can be paid at such time is less than $50,000,000, then, unless the Stockholders unanimously agree to the payment of a Special Dividend of less than $50,000,000 in a writing delivered to the Company, no Special Dividend shall be declared or paid and the right to request the payment form attached hereto as Schedule 2.08(a) setting forth CBS’s good faith calculation of the Special Dividend pursuant Amount (the “Initial Calculation Statement”), together with detailed backup supporting such calculation. During the 45 days immediately following New Viacom’s receipt of the Initial Calculation Statement, New Viacom and its Representatives will be permitted to review CBS’s books and records relating to the first sentence Initial Calculation Statement and CBS’s calculation of this Section 3.5(athe Special Dividend Amount, and CBS shall reasonably make available to New Viacom and its Representatives the individuals responsible for the preparation of the Initial Calculation Statement in order to respond to the inquiries of New Viacom and its Representatives. (c) New Viacom shall remain unused notify CBS in writing (the “Notice of Disagreement”) within 45 days after receiving the Initial Calculation Statement if New Viacom disagrees with CBS’s good faith calculation of the Special Dividend Amount, which Notice of Disagreement shall set forth in reasonable detail the basis for such dispute and the U.S. Dollar amounts involved and New Viacom’s good faith estimate of the Special Dividend Amount. If the Special Dividend Amount set forth on both the Initial Calculation Statement and the Notice of Disagreement is greater than the Estimated Special Dividend Amount, then New Viacom shall remain availablepay to CBS the undisputed amount of such excess in immediately available funds, and if the Special Dividend Amount set forth on both the Initial Calculation Statement and the Notice of Disagreement is less than the Estimated Special Dividend amount, then CBS shall pay to New Viacom the undisputed amount of such deficit in immediately available funds, in either case within 5 Business Days after delivery of the Notice of Disagreement by New Viacom (the amount of any such payment by New Viacom or CBS being an “Undisputed Amount” ). In connection If no Notice of Disagreement is received by CBS within such 45-day period, then the Initial Calculation Statement shall be deemed to have been accepted by New Viacom, shall become final and binding upon the parties, and as such shall be the Final Calculation Statement. (d) During the 20 days immediately following the delivery of a Notice of Disagreement, New Viacom and CBS shall seek in good faith to resolve any differences that they may have with respect to any matter specified in the foregoingNotice of Disagreement. If at the end of such 20-day period New Viacom and CBS have been unable to agree upon the Special Dividend Amount, New Viacom and CBS shall submit to Deloitte & Touche LLP or, if Deloitte & Touche LLP is not at that time independent of both New Viacom and CBS, to an independent public accounting firm that is acceptable to both New Viacom and CBS (in either case, the Company “Independent Decisionmaker”) for review and resolution any and all matters that remain in dispute with respect to the Notice of Disagreement. The Independent Decisionmaker shall make a determination, which shall be final and binding on the parties hereto, of the Special Dividend Amount within 20 days, and such final determination shall be the Final Calculation Statement. The cost of the Independent Decisionmaker’s review and determination shall be paid one-half by New Viacom and one-half by CBS. During the 20-day review by the Independent Decisionmaker, New Viacom and CBS will each make available to the Independent Decisionmaker such individuals and such information, books and records as may be required by the Independent Decisionmaker to make its final determination. (i) to If the extent required based on the Company’s financial condition, reasonably promptly seek and obtain financing Indebtedness (the “Debt Financing”) to effectuate such Special Dividend Amount (as set forth in the Final Calculation Statement) exceeds the Estimated Special Dividend Amount, then New Viacom shall pay to CBS an amount equal to such excess in immediately available funds (less any Undisputed Amount previously paid by New Viacom in accordance with Section 2.08(c)), and (ii) declare and pay such Special Dividend, which, if the Debt Financing is required, shall be paid substantially contemporaneous with, or reasonably promptly after, the consummation of such Debt Financing; provided that (A) the Company shall not, and shall not be required to, incur any such Debt Financing in an amount that would cause the Company’s Leverage Ratio to be more than 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Debt Financing and the payment of such Estimated Special Dividend, and (B) such Debt Financing shall (1) reflect financing and other terms consistent with leveraged finance market practice for non-distressed transactions of this type, taking into account the Company’s LTM Adjusted EBITDA at such time and pro forma total leverage ratio and secured leverage ratio for the transaction and other attributes of the Company as compared to other similarly situated borrowers incurring similar amounts of Indebtedness at such time (provided that the Company shall not agree in the definitive agreement of such Debt Financing to any restrictions on the payment of cash dividends and/or distributions in respect of the Preferred Stock, subject to conditions no more restrictive to the borrower thereunder than the absence of any continuing “event of default” (or similar term used in the definitive documentation for the Debt Financing)), (2) be obtained without any equity or equity-linked features, and (3) have a maturity date of at least three years after the incurrence of such Debt Financing; provided, further, that to the extent that the restrictions in clause (A) of the foregoing proviso would not permit the declaration and payment in full of the maximum amount of Dividend Amount exceeds the Special Dividend requested by the Stockholder, the Special Dividend shall, to the extent it is at least $50,000,000, nonetheless be effectuated to the maximum amount permitted by clause (A). Notwithstanding the foregoing, if $100,000,000 of Special Dividends and Annual Dividends Amount (as defined set forth in the Certificate of DesignationsFinal Calculation Statement), then CBS shall pay to New Viacom an amount equal to such excess in aggregate, have been immediately available funds (less any Undisputed Amount previously paid on the Preferred Stock, the Company will use any remaining amount of the Special Dividend requested by the Stockholder to pay a pro rata dividend (the “Pro Rata Dividend”) on the Common Stock (with the Preferred Stock participating on an as-converted basis CBS in accordance with Section 4(f) of 2.08(c)), in either case within 5 Business Days after the Certificate of Designation)Final Calculation Statement becomes final and binding on the parties hereto. For If the avoidance of doubt, the Company shall only be obligated to pay a Special Dividend Amount (as set forth in the Final Calculation Statement) is equal to the Estimated Special Dividend Amount, then neither New Viacom nor CBS shall owe any amount to the other party pursuant to this Section 3.5 one time2.08. (f) Each of New Viacom and CBS agrees that following the Separation Date and through the date that payment, subject if any, is made pursuant to Section 2.08(e), it will not take any actions with respect to any accounting books, records, policy or procedure on which the second sentence Initial Calculation Statement or the Final Calculation Statement is to be based that are inconsistent with past practices of Viacom or that would make it impossible or impracticable to calculate the Special Dividend Amount in the manner and utilizing the methods required hereby. (g) For purpose of this Section 3.5(a). If any of the Stockholders requests the payment of a Special Dividend pursuant to this Section 3.5, and such Special Dividend is paid, thereafter, no Stockholder shall be entitled to any further rights pursuant to this Section 3.5, subject to the second sentence of this Section 3.5(a).2.08:

Special Dividend. On a single occasion after January 1, 2022, upon any Stockholder’s written request (delivered Notwithstanding anything to the Company and each other Stockholder), the Company will take all actions reasonably necessary to pay a one-time dividend on the Preferred Stock contrary in this Agreement: (the “Special Dividend”) equal to the highest dividend that the Board determines can be paid at that time subject to the limitations imposed under Delaware law and this Section 3.5, unless within five (5) business days after notification by the Company to the Stockholders of the amount of the highest dividend that can be paid at that time (which dividend shall not be declared or paid during such five (5) business day period), the Stockholders unanimously agree to the payment of a Special Dividend in a lower amount in a writing delivered to the Company. If the Board, pursuant to this Section, determines that the highest amount of Special Dividend that can be paid at such time is less than $50,000,000, then, unless the Stockholders unanimously agree to the payment of a Special Dividend of less than $50,000,000 in a writing delivered to the Company, no Special Dividend shall be declared or paid and the right to request the payment of the Special Dividend pursuant to the first sentence of this Section 3.5(a) shall remain unused and shall remain available. In connection with the foregoing, the Company shall (i) to the extent required based on the Company’s financial condition, reasonably promptly seek and obtain financing Indebtedness (the “Debt Financing”) to effectuate such Special Dividend and (ii) declare and pay such Special Dividend, which, if the Debt Financing is required, shall be paid substantially contemporaneous with, or reasonably promptly after, the consummation of such Debt Financing; provided that (Aa) the Company shall notbe authorized (but shall in no event be required) to declare one or more special cash dividends, and shall not be required toshare repurchases or redemptions (such aggregate amount, incur any such Debt Financing in an amount that would cause the Company’s Leverage Ratio to be more than 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Debt Financing and the payment of such "Special Dividend"), and (B) such Debt Financing shall (1) reflect financing and other terms consistent with leveraged finance market practice for non-distressed transactions of this type, taking into account the Company’s LTM Adjusted EBITDA at such time and pro forma total leverage ratio and secured leverage ratio for the transaction and other attributes of the Company as compared to other similarly situated borrowers incurring similar amounts of Indebtedness at such time (provided that the Company shall not agree in the definitive agreement of such Debt Financing to any restrictions on the payment of cash dividends and/or distributions in respect of the Preferred Stock, subject to conditions no more restrictive to the borrower thereunder than the absence of any continuing “event of default” (or similar term used in the definitive documentation for the Debt Financing)), (2) be obtained without any equity or equity-linked features, and (3) have a maturity date of at least three years after the incurrence of such Debt Financing; provided, further, that to the extent that the restrictions in clause (A) of the foregoing proviso would not permit the declaration and payment in full of the maximum amount of the Special Dividend requested that is funded through the incurrence by the StockholderCompany of Indebtedness shall not exceed the amount of Indebtedness that the Company is able to incur on a standalone basis and without giving effect to the Company Merger; (b) the Company may take any reasonable actions necessary to fund the Special Dividend, including, without limitation, the Special Dividend shallincurrence of Indebtedness or the pledging of certain Company assets; provided, that (i) the Company shall use reasonable best efforts to ensure that any such Indebtedness shall first be incurred under existing Company facilities (it being understood that the Company shall be entitled to consider its reasonable working capital needs as part of its reasonable best efforts) and (ii) to the extent it is at least $50,000,000, nonetheless be effectuated to the maximum amount permitted by clause (A). Notwithstanding the foregoing, if $100,000,000 of Special Dividends and Annual Dividends (as defined in the Certificate of Designations), in aggregate, have been paid on the Preferred Stock, the Company will use any remaining amount of the Special Dividend requested by exceeds the Stockholder amount that, pursuant to pay the Company's reasonable best efforts, can be incurred under existing Company facilities, (A) such excess Indebtedness must be prepayable without penalty or premium and cannot materially impair the consummation of the transactions contemplated hereby, (B) the incurrence of such excess Indebtedness must be subject to Gold's review and consent, which consent shall not be unreasonably withheld, (C) to the extent such excess Indebtedness is proposed to be marketed and/or sold within six (6) months of the date hereof (unless, if the Company and Gold agree in writing that the Closing is likely to occur on a pro rata dividend date (the “Pro Rata Dividend”"Expected Closing Date") on the Common Stock within six (with the Preferred Stock participating on an as-converted basis in accordance with Section 4(f6) months of the Certificate of Designationdate hereof, and such excess Indebtedness is proposed to be marketed and/or sold within six (6) weeks prior to the Expected Closing Date). For the avoidance of doubt, the Company must obtain the express prior written consent of Gold and (D) the Company must keep Gold reasonably informed in the arrangement of any such excess Indebtedness; (c) Gold shall only be obligated cooperate as needed to pay a effectuate the Special Dividend; and (d) any amounts actually received by holders of Company Common Stock pursuant to the Special Dividend shall reduce, on a dollar for dollar basis, the Company Merger Consideration payable at the Company Merger Effective Time pursuant to this Section 3.5 one time, subject to the second sentence 2.02(a)(i)(A) of this Section 3.5(a). If any of the Stockholders requests the payment of a Special Dividend pursuant to this Section 3.5, and such Special Dividend is paid, thereafter, no Stockholder shall be entitled to any further rights pursuant to this Section 3.5, subject to the second sentence of this Section 3.5(a)Agreement.

Special Dividend. (a) On a single occasion after January 1, 2022, upon any Stockholder’s written request (delivered to the Company and each other Stockholder), the Company will take all actions reasonably necessary to pay a one-time dividend on the Preferred Stock (the “Special Dividend”) equal to the highest dividend that the Board determines can be paid at that time subject to the limitations imposed under Delaware law and this Section 3.5, unless within five (5) business days after notification by the Company to the Stockholders of the amount of the highest dividend that can be paid at that time (which dividend shall not be declared or paid during such five (5) business day period), the Stockholders unanimously agree to the payment of a Special Dividend in a lower amount in a writing delivered to the Company. If the Board, pursuant to this SectionSection 3.5, determines that the highest amount of Special Dividend that can be paid at such time is less than $50,000,000, then, unless the Stockholders unanimously agree to the payment of a Special Dividend of less than $50,000,000 in a writing delivered to the Company, no Special Dividend shall be declared or paid and the right to request the payment of the Special Dividend pursuant to the first sentence of this Section 3.5(a) shall remain unused and shall remain available. In connection with the foregoing, the Company shall (i) to the extent required based on the Company’s financial condition, reasonably promptly seek and obtain financing Indebtedness (the “Debt Financing”) to effectuate such Special Dividend and (ii) declare and pay such Special Dividend, which, if the Debt Financing is required, shall be paid substantially contemporaneous with, or reasonably promptly after, the consummation of such Debt Financing; provided that (A) the Company shall not, and shall not be required to, incur any such Debt Financing in an amount that would cause the Company’s Leverage Ratio to be more than 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Debt Financing and the payment of such Special Dividend, and (B) such Debt Financing shall (1) reflect financing and other terms consistent with leveraged finance market practice for non-distressed transactions of this type, taking into account the Company’s LTM Adjusted EBITDA at such time and pro forma total leverage ratio and secured leverage ratio for the transaction and other attributes of the Company as compared to other similarly situated borrowers incurring similar amounts of Indebtedness at such time (provided that the Company shall not agree in the definitive agreement of such Debt Financing to any restrictions on the payment of cash dividends and/or distributions in respect of the Preferred Stock, subject to conditions no more restrictive to the borrower thereunder than the absence of any continuing “event of default” (or similar term used in the definitive documentation for the Debt Financing)), (2) be obtained without any equity or equity-linked features, and (3) have a maturity date of at least three years after the incurrence of such Debt Financing; provided, further, that to the extent that the restrictions in clause (A) of the foregoing proviso would not permit the declaration and payment in full of the maximum amount of the Special Dividend requested by the Stockholder, the Special Dividend shall, to the extent it is at least $50,000,000, nonetheless be effectuated to the maximum amount permitted by clause (A). Notwithstanding the foregoing, if $100,000,000 of Special Dividends and Annual Dividends (as defined in the Certificate of Designations), in aggregate, have been paid on the Preferred Stock, the Company will use any remaining amount of the Special Dividend requested by the Stockholder to pay a pro rata dividend (the “Pro Rata Dividend”) on the Common Stock (with the Preferred Stock participating on an as-converted basis in accordance with Section 4(f) of the Certificate of DesignationDesignations). For the avoidance of doubt, the Company shall only be obligated to pay a Special Dividend pursuant to this Section 3.5 one time, subject to the second sentence of this Section 3.5(a). If any of the Stockholders requests the payment of a Special Dividend pursuant to this Section 3.5, and such Special Dividend is paid, thereafter, no Stockholder shall be entitled to any further rights pursuant to this Section 3.5, subject to the second sentence of this Section 3.5(a). (b) For the avoidance of doubt, the Special Dividend shall constitute a “Special Dividend” under Section 4(g) of the Certificate of Designations, except for the portion, if any, comprising the Pro Rata Dividend, which shall constitute a “Participating Dividend” for purposes of Section 4(f) of the Certificate of Designations. Notwithstanding the foregoing or anything to the contrary provided elsewhere herein, (x) the Company shall not be required to take any action that the Company reasonably believes may be prohibited by applicable law, or any action that the Company reasonably believes may constitute a fraudulent conveyance or fraudulent transfer under applicable law and (y) the Company may delay, for a reasonable period of time not to exceed 20 business days, the transactions contemplated by a Stockholder’s request pursuant to this Section 3.5 if pursuing and/or consummating such transaction at such time is not, in the good faith opinion of the Board, in the best interest of the Company because it would (1) materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving the Company, (2) materially adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by the Company or (3) require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders.

Special Dividend. On a single occasion after January 1(a) Maple Parent shall use its reasonable best efforts to furnish promptly to DPSG (or, 2022if requested by DPSG, upon any Stockholder’s written request (delivered directly to the Company Solvency Advisor) all information reasonably requested by DPSG or the Solvency Advisor in connection with the Solvency Advisor’s or the DPSG Board’s consideration of the Special Dividend. All information provided pursuant to this Section 7.13 shall be subject to the Confidentiality Agreement. (b) No later than five Business Days prior to the Closing Date, Maple Parent shall (i) declare a dividend (the “Maple Parent Dividend”) in an amount at least equal to $9,000,000,000, payable immediately following the record date thereof to holders of record of the issued and each outstanding shares of Maple Parent capital stock as of immediately following the Effective Time (which, for the avoidance of doubt, shall be solely DPSG as the sole holder of capital stock of the Surviving Corporation)) and (ii) provide the resolutions declaring such dividend to DPSG (the “Maple Parent Dividend Resolutions”). (c) Subject to receipt of (i) the Solvency Opinion from the Solvency Advisor, (ii) the Maple Parent Dividend Resolutions from Maple Parent and (iii) a certificate (the “Maple Parent Financing Certificate”) from Maple Parent (which certificate may not be provided earlier than three Business Days, or later than two Business Days, prior to the Closing Date) that (A) the conditions to the Debt Financing have been satisfied (other Stockholder)than those conditions that by their nature are to be satisfied at the Closing) and, to the Knowledge of Maple Parent, the Company Debt Financing will take all actions reasonably necessary to pay a one-time dividend be funded at the Closing and (B) assuming the financing of the Debt Financing and that the Closing were held on the Preferred Stock date such certificate were provided, the aggregate proceeds from the Debt Financing will be sufficient in amount, together with other financial resources of Maple Parent and the Maple Parent Subsidiaries, for Maple Parent or the applicable payor to make (or cause the making of) the payment of the Required Amount, the DPSG Board shall declare, in accordance with applicable Law, a special cash dividend (the “Special Dividend”), in an amount per share of DPSG Common Stock (the “Special Dividend Per Share Amount”) equal to the highest dividend that the Board determines can be paid at that time one hundred and three dollars and seventy five cents ($103.75), subject to adjustment in accordance with Section 3.01(c), payable on the limitations imposed under Delaware law date that is one Business Days after the Effective Time to holders of record of the issued and this Section 3.5outstanding shares of DPSG Common Stock as of the close of business on the Business Day immediately preceding the Closing Date (the “Dividend Record Time” and such holders of record, unless within five the “Dividend Stockholders”), which Special Dividend will be made conditioned upon the Effective Time. (5d) business days after notification by the Company At least three Business Days prior to the Stockholders of the amount of the highest dividend that can be paid at that time (which dividend Closing Date, DPSG shall not be declared or paid during such five (5) business day period), the Stockholders unanimously agree to the payment of a Special Dividend in a lower amount in a writing delivered to the Company. If the Board, pursuant to this Section, determines that the highest amount of Special Dividend that can be paid at such time is less than $50,000,000, then, unless the Stockholders unanimously agree to the payment of a Special Dividend of less than $50,000,000 in a writing delivered to the designate Computershare Trust Company, no Special Dividend shall be declared or paid and N.A. (the right “Paying Agent”) to request act as the paying agent for purposes of effecting the payment of the Special Dividend to the Dividend Stockholders. The agreement pursuant to which DPSG shall appoint the first sentence of this Section 3.5(a) Paying Agent shall remain unused be in form and substance reasonably acceptable to Maple Parent. Immediately following the Effective Time, DPSG shall remain available. In connection deposit, or cause to be deposited, with the foregoing, the Company shall (i) Paying Agent an amount equal to the extent required based on the Company’s financial condition, reasonably promptly seek and obtain financing Indebtedness (the “Debt Financing”) to effectuate such Special Dividend and (ii) declare and pay such Special Dividend, which, if the Debt Financing is required, shall be paid substantially contemporaneous with, or reasonably promptly after, the consummation of such Debt Financing; provided that (A) the Company shall not, and shall not be required to, incur any such Debt Financing in an amount that would cause the Company’s Leverage Ratio to be more than 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Debt Financing and the payment of such Special Dividend, and (B) such Debt Financing shall (1) reflect financing and other terms consistent with leveraged finance market practice for non-distressed transactions of this type, taking into account the Company’s LTM Adjusted EBITDA at such time and pro forma total leverage ratio and secured leverage ratio for the transaction and other attributes of the Company as compared to other similarly situated borrowers incurring similar amounts of Indebtedness at such time (provided that the Company shall not agree in the definitive agreement of such Debt Financing to any restrictions on the payment of cash dividends and/or distributions in respect of the Preferred Stock, subject to conditions no more restrictive to the borrower thereunder than the absence of any continuing “event of default” (or similar term used in the definitive documentation for the Debt Financing)), (2) be obtained without any equity or equity-linked features, and (3) have a maturity date of at least three years after the incurrence of such Debt Financing; provided, further, that to the extent that the restrictions in clause (A) of the foregoing proviso would not permit the declaration and payment in full of the maximum amount product of the Special Dividend requested Per Share Amount multiplied by the Stockholder, number of shares of DPSG Common Stock entitled to receive the Special Dividend shall, to the extent it is at least $50,000,000, nonetheless be effectuated to the maximum amount permitted by clause (A). Notwithstanding the foregoing, if $100,000,000 of Special Dividends and Annual Dividends (as defined in the Certificate of Designations), in aggregate, have been paid on the Preferred Stock, the Company will use any remaining amount of the Special Dividend requested by the Stockholder to pay a pro rata dividend (the “Pro Rata Dividend”) on the Common Stock (with the Preferred Stock participating on an as-converted basis in accordance with Section 4(f) of the Certificate of Designation). For the avoidance of doubt, the Company shall only be obligated to pay a Special Dividend pursuant to this Section 3.5 one time, subject to the second sentence of this Section 3.5(a). If any of the Stockholders requests the payment of a Special Dividend pursuant to this Section 3.5, and such Special Dividend is paid, thereafter, no Stockholder shall be entitled to any further rights pursuant to this Section 3.5, subject to the second sentence of this Section 3.5(a).

Special Dividend. On a single occasion after January 1, 2022, upon any Stockholder’s written request (delivered a) Notwithstanding anything to the Company and each other Stockholder)contrary in Section 4.1, immediately prior to the Closing, the Board of Directors of the Company will take all actions reasonably necessary is permitted, subject to pay compliance with Applicable Law and this Section 5.2, to declare a one-time special cash dividend on the Preferred Stock (the “Special Dividend”), payable on the Closing Date, to each holder of record of Company Common Stock (including the Converted Shares) immediately prior to the Closing in an amount equal to (x) the highest dividend Special Dividend Amount divided by (y) the number of shares of Company Common Stock outstanding immediately prior to the Closing (including the Converted Shares), provided, that the Board determines can Special Dividend shall only be paid at that time subject declared if the Special Dividend Amount is greater than zero. (b) Not less than five Business Days prior to the limitations imposed under Delaware law Closing, the Company will deliver to Parent a certificate (the “Special Dividend Certificate”) setting forth: (i) each line item of the Current Assets and the Liabilities of the Company and its Subsidiaries, on a consolidated basis, in each case as of the Closing Measurement Date, prepared in accordance with GAAP on a basis consistent with prior periods, (ii) the Working Capital as of the Closing Measurement Date and (iii) the Special Dividend Amount (if any), in each case giving pro forma effect to the Closing as if the Closing occurred on such date. The Company shall (x) provide Parent reasonable access during normal business hours to the work papers and other books and records of the Company for purposes of assisting Parent in its review of the Special Dividend Certificate and (y) cooperate in good faith to answer any questions and resolve any issues raised by Parent in connection with its review of the Special Dividend Certificate. (c) Within three Business Days of the Company’s delivery of the Special Dividend Certificate to Parent pursuant to Section 5.2(b), Parent may dispute any amounts reflected on the Special Dividend Certificate by notifying the Company in writing of each disputed item, specifying the amount thereof in dispute and setting forth in reasonable detail the basis for such dispute. Parent may dispute any such amount only on the basis that (x) such amount was not determined on a basis that complies with Section 5.2(b) or (y) there are mathematical errors in the calculation. If Parent notifies the Company of disputed items in accordance with the preceding sentence, Parent and the Company shall use good faith efforts to reach agreement on the disputed items or amounts in order to finally determine the Special Dividend Certificate and the amounts reflected thereon. If the Company and Parent are unable to reach agreement concerning the Special Dividend Certificate and the amounts reflected thereon within ten days of the Company’s delivery of the estimated Special Dividend Certificate pursuant to Section 5.2(b), the Parties shall promptly thereafter submit such dispute to the Accounting Referee for resolution in accordance with the procedure set forth in Section 5.2(d). If Parent fails to notify the Company of any disputed items in accordance with this Section 3.55.2(c), unless within five (5) business days the Special Dividend Certificate and the calculations of the Working Capital and the Special Dividend Amount shall become final for all purposes of this Agreement on the fourth Business Day after notification the delivery of the Special Dividend Certificate by the Company to the Stockholders of the amount of the highest dividend that can be paid at that time (which dividend shall not be declared or paid during such five (5) business day period), the Stockholders unanimously agree to the payment of a Special Dividend in a lower amount in a writing delivered to the Company. If the Board, Parent pursuant to this Section, determines that the highest amount of Special Dividend that can be paid at such time is less than $50,000,000, then, unless the Stockholders unanimously agree to the payment of a Special Dividend of less than $50,000,000 in a writing delivered to the Company, no Special Dividend shall be declared or paid and the right to request the payment of the Special Dividend pursuant to the first sentence of this Section 3.5(a) shall remain unused and shall remain available. In connection with the foregoing, the Company shall (i) to the extent required based on the Company’s financial condition, reasonably promptly seek and obtain financing Indebtedness (the “Debt Financing”) to effectuate such Special Dividend and (ii) declare and pay such Special Dividend, which, if the Debt Financing is required, shall be paid substantially contemporaneous with, or reasonably promptly after, the consummation of such Debt Financing; provided that (A) the Company shall not, and shall not be required to, incur any such Debt Financing in an amount that would cause the Company’s Leverage Ratio to be more than 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Debt Financing and the payment of such Special Dividend, and (B) such Debt Financing shall (1) reflect financing and other terms consistent with leveraged finance market practice for non-distressed transactions of this type, taking into account the Company’s LTM Adjusted EBITDA at such time and pro forma total leverage ratio and secured leverage ratio for the transaction and other attributes of the Company as compared to other similarly situated borrowers incurring similar amounts of Indebtedness at such time (provided that the Company shall not agree in the definitive agreement of such Debt Financing to any restrictions on the payment of cash dividends and/or distributions in respect of the Preferred Stock, subject to conditions no more restrictive to the borrower thereunder than the absence of any continuing “event of default” (or similar term used in the definitive documentation for the Debt Financing)), (2) be obtained without any equity or equity-linked features, and (3) have a maturity date of at least three years after the incurrence of such Debt Financing; provided, further, that to the extent that the restrictions in clause (A) of the foregoing proviso would not permit the declaration and payment in full of the maximum amount of the Special Dividend requested by the Stockholder, the Special Dividend shall, to the extent it is at least $50,000,000, nonetheless be effectuated to the maximum amount permitted by clause (A). Notwithstanding the foregoing, if $100,000,000 of Special Dividends and Annual Dividends (as defined in the Certificate of Designations), in aggregate, have been paid on the Preferred Stock, the Company will use any remaining amount of the Special Dividend requested by the Stockholder to pay a pro rata dividend (the “Pro Rata Dividend”) on the Common Stock (with the Preferred Stock participating on an as-converted basis in accordance with Section 4(f) of the Certificate of Designation). For the avoidance of doubt, the Company shall only be obligated to pay a Special Dividend pursuant to this Section 3.5 one time, subject to the second sentence of this Section 3.5(a). If any of the Stockholders requests the payment of a Special Dividend pursuant to this Section 3.5, and such Special Dividend is paid, thereafter, no Stockholder shall be entitled to any further rights pursuant to this Section 3.5, subject to the second sentence of this Section 3.5(a5.2(b).

Special Dividend. On a single occasion after January 1, 2022, upon any Stockholder’s written request (delivered 9.1 The parties agree that in addition to the Company and each other Stockholder)consideration payable in connection with the Acquisition, prior to the Effective Date, the Company Target Directors will take all actions reasonably necessary be entitled (if they see fit) to pay declare and approve the payment of a one-time dividend by Target to Target Shareholders on the Preferred Stock register of members of Target at the Scheme Record Time (or, if the Acquisition is implemented by way of an Offer, the date on which the Offer is declared or becomes unconditional) in an amount of 2.5 pxxxx per Target Share (the “Special Dividend”) equal to the highest dividend that the Board determines can be paid at that time subject to the limitations imposed under Delaware law and this Section 3.5, unless within five (5) business days after notification by the Company to the Stockholders of the amount of the highest dividend that can be paid at that time (which dividend shall not be declared or paid during such five (5) business day period), the Stockholders unanimously agree to the . The payment of a Special Dividend in a lower amount in a writing delivered to the Company. If the Board, pursuant to this Section, determines that the highest amount of Special Dividend that can be paid at such time is less than $50,000,000, then, unless the Stockholders unanimously agree to the payment of a Special Dividend of less than $50,000,000 in a writing delivered to the Company, no Special Dividend shall be conditional upon, and only payable if, the Scheme becomes Effective (or, if the Acquisition is implemented by way of an Offer, the Offer is declared or becomes unconditional). If such Special Dividend is declared prior to the Effective Date, Bidco shall procure that the Special Dividend is paid to Target Shareholders not more than 14 days after the Effective Date. 9.2 Target Shareholders will be entitled to receive and retain the Special Dividend without any reduction being made to the Acquisition Price payable in connection with the Acquisition. 9.3 Viavi and Bidco each consents (and shall, if required, confirm such consent in writing to the Panel before the Special Dividend is declared) to the Special Dividend being declared, made and paid for the purposes of Rule 21 of the Code and agrees that it shall not have the right to request invoke Condition 3.10(b) in Appendix I to the Announcement in respect of such declaration, making or payment of such Special Dividend. 9.4 Bidco and Viavi each undertakes in favour of Target that, following completion of the Acquisition, it will not cause or permit the payment of the Special Dividend pursuant to the first sentence of this Section 3.5(a) shall remain unused be revoked or cancelled unless, and shall remain available. In connection with the foregoing, the Company shall (i) then only to the extent required based on the Company’s financial conditionthat, reasonably promptly seek and obtain financing Indebtedness (the “Debt Financing”) to effectuate such Special Dividend and (ii) declare and pay such Special Dividend, which, if the Debt Financing is required, shall be paid substantially contemporaneous with, or reasonably promptly after, the consummation of such Debt Financing; provided that (A) the Company shall not, and shall not be required to, incur any such Debt Financing in an amount that would cause the Company’s Leverage Ratio to be more than 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Debt Financing and the payment of such Special Dividend, and (B) such Debt Financing shall (1) reflect financing and other terms consistent with leveraged finance market practice for non-distressed transactions of this type, taking into account the Company’s LTM Adjusted EBITDA at such time and pro forma total leverage ratio and secured leverage ratio for the transaction and other attributes of the Company as compared to other similarly situated borrowers incurring similar amounts of Indebtedness at such time (provided that the Company shall not agree in the definitive agreement of such Debt Financing to any restrictions on the payment of cash dividends and/or distributions in respect of the Preferred Stock, subject to conditions no more restrictive to the borrower thereunder than the absence of any continuing “event of default” (or similar term used in the definitive documentation for the Debt Financing)), (2) be obtained without any equity or equity-linked features, and (3) have a maturity date of at least three years after the incurrence of such Debt Financing; provided, further, that to the extent that the restrictions in clause (A) of the foregoing proviso would not permit the declaration and payment in full of the maximum amount of the Special Dividend requested would contravene Part 23 of the Act or any other applicable law or regulation. 9.5 Bidco reserves the right (without prejudice to any right Bidco may have, with the consent of the Panel, to invoke Condition 3.10(b) in Appendix I to the Announcement) to (at Bidco’s sole discretion) reduce the Acquisition Price by an amount equal to any dividend, distribution or other return of value declared, made or paid by Target (other than the StockholderSpecial Dividend). In such circumstances, the Special Dividend shall, to the extent it is at least $50,000,000, nonetheless be effectuated to the maximum amount permitted by clause (A). Notwithstanding the foregoing, if $100,000,000 of Special Dividends and Annual Dividends (as defined in the Certificate of Designations), in aggregate, have been paid on the Preferred Stock, the Company will use any remaining amount of the Special Dividend requested by the Stockholder to pay a pro rata dividend (the “Pro Rata Dividend”) on the Common Stock (with the Preferred Stock participating on an as-converted basis in accordance with Section 4(f) of the Certificate of Designation). For the avoidance of doubt, the Company shall only be obligated to pay a Special Dividend pursuant to this Section 3.5 one time, subject to the second sentence of this Section 3.5(a). If any of the Stockholders requests the payment of a Special Dividend pursuant to this Section 3.5, and such Special Dividend is paid, thereafter, no Stockholder Target Shareholders shall be entitled to retain any further rights pursuant to such dividend, distribution or other return of value and any reference in the Announcement or this Section 3.5, subject Agreement to the second sentence of this Section 3.5(a)Acquisition Price will be deemed to be a reference to the Acquisition Price as so reduced.

Special Dividend. On a single occasion (a) The Company shall (i) declare and pay the Special Dividend to holders of record of outstanding Company Shares as of the Dividend Record Date (as defined below) and (ii) remit to the applicable transfer agents the funds for payment of the Special Dividend on or prior to the scheduled Expiration Time of the Offer at which all of the Offer Conditions are reasonably likely to be satisfied (or, if permitted by this Agreement, waived) and after January 1which the Acceptance Time is reasonably likely to occur, 2022, upon any Stockholder’s written request (delivered provided that payment and distribution of the funds for payment of the Special Dividend to the holders of record of Company Shares as of the Dividend Record Date shall be subject to the Company providing the transfer agents with irrevocable instructions to so pay and each distribute such funds. In the event that, as of immediately prior to any Expiration Time for the Offer, all of the Offer Conditions shall have been satisfied (or, if permitted by this Agreement, waived) other Stockholderthan the Irrevocable Instruction Condition, at such time (or prior thereto), the Company will shall irrevocably instruct the applicable transfer agents to pay and distribute the funds for the Special Dividend to the holders of record of outstanding Company Shares as of the Dividend Record Date, as soon as possible. (b) Promptly following the later of (i) the satisfaction of the Regulatory Condition and (ii) the satisfaction of the Investment Policy Amendment Condition, and provided that the Injunction Condition shall not have been triggered, the Company Board will, following consultation with Parent, declare and set a record date for the Special Dividend (such record date, the “Dividend Record Date”), which record date shall be, subject to the requirements of NASDAQ Listing Rule 5250(e)(6) and Rule 10b-17 promulgated under the Exchange Act and the rules of the JSE, as close as practically possible to a scheduled Expiration Time occurring thereafter. (c) The Company shall make a special dividend equivalent payment of $5.00 per Company Share underlying each Outstanding FSA (the “Special Dividend Equivalent Payment”) payable to holders of such Outstanding FSA as of the Dividend Record Date. The payment of such Special Dividend Equivalent Payment shall be conditioned upon the occurrence of the Acceptance Time. Each Special Dividend Equivalent Payment shall be subject to all applicable Tax withholding requirements in accordance with Section 1.6, and shall be paid to each holder of an Outstanding FSA through the Company’s payroll on the next regularly scheduled payroll date of the Company following the Acceptance Time. Prior to the Acceptance Time, the Company and the Company Board (and the applicable committees thereof) shall take all actions reasonably necessary (including adopting resolutions, distributing any required notices to, and/or obtaining written consents from, holders of Outstanding FSAs) to pay a one-time dividend on the Preferred Stock (the “Special Dividend”) equal give effect to the highest dividend that the Board determines can be paid at that time subject to the limitations imposed under Delaware law and provisions of this Section 3.54.9(c). (d) If, unless within five (5) business days after notification by between the Company to date hereof and the Stockholders of the amount of the highest dividend that can be paid at that time (which dividend shall not be declared or paid during such five (5) business day period)Dividend Record Date, the Stockholders unanimously agree to the payment outstanding Company Shares are changed (or a record date for such change occurs) into a different number or class of a Special Dividend in a lower amount in a writing delivered to the Company. If the Boardshares by reason of any stock split, pursuant to this Sectiondivision or subdivision of shares, determines that the highest amount stock dividend, consolidation of Special Dividend that can be paid at such time is less than $50,000,000shares, thenreclassification, unless the Stockholders unanimously agree to the payment of a Special Dividend of less than $50,000,000 in a writing delivered to the Companyrecapitalization or other similar transaction, no Special Dividend shall be declared or paid and the right to request the payment of then the Special Dividend pursuant to and the first sentence of this Section 3.5(a) shall remain unused and shall remain available. In connection with the foregoing, the Company shall (i) to the extent required based on the Company’s financial condition, reasonably promptly seek and obtain financing Indebtedness (the “Debt Financing”) to effectuate such Special Dividend and (ii) declare and pay such Special Dividend, which, if the Debt Financing is required, Equivalent Payment shall be paid substantially contemporaneous with, or reasonably promptly after, the consummation of such Debt Financing; provided that (A) the Company shall not, appropriately and shall not be required to, incur any such Debt Financing in an amount that would cause the Company’s Leverage Ratio to be more than 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Debt Financing and the payment of such Special Dividend, and (B) such Debt Financing shall (1) reflect financing and other terms consistent with leveraged finance market practice for non-distressed transactions of this typeproportionately adjusted, taking into account the Company’s LTM Adjusted EBITDA at such time and pro forma total leverage ratio and secured leverage ratio for the transaction and other attributes of the Company as compared to other similarly situated borrowers incurring similar amounts of Indebtedness at such time (provided that the Company shall not agree in the definitive agreement of such Debt Financing to any restrictions on the payment of cash dividends and/or distributions in respect of the Preferred Stock, subject to conditions no more restrictive to the borrower thereunder than the absence of any continuing “event of default” (or similar term used in the definitive documentation for the Debt Financing)), (2) be obtained without any equity or equity-linked features, and (3) have a maturity date of at least three years after the incurrence of such Debt Financing; provided, further, that to the extent that the restrictions in clause (A) of the foregoing proviso would not permit the declaration record and payment in full of or effective dates, as the maximum amount of the Special Dividend requested by the Stockholdercase may be, the Special Dividend shall, to the extent it is at least $50,000,000, nonetheless be effectuated to the maximum amount permitted by clause for such transaction. (A). Notwithstanding the foregoing, if $100,000,000 of Special Dividends and Annual Dividends (as defined in the Certificate of Designations), in aggregate, have been paid on the Preferred Stock, the Company will use any remaining amount of the Special Dividend requested by the Stockholder to pay a pro rata dividend (the “Pro Rata Dividend”e) on the Common Stock (with the Preferred Stock participating on an as-converted basis in accordance with Section 4(f) of the Certificate of Designation). For the avoidance of doubt, the Company shall only be obligated to may announce, declare, set a record date for and pay a Special Dividend pursuant to this Section 3.5 one timePermitted Dividends, subject in addition to the second sentence of this Section 3.5(a). If any of the Stockholders requests the payment of a Special Dividend pursuant to this Section 3.5, and such Special Dividend is paid, thereafter, no Stockholder shall be entitled to any further rights pursuant to this Section 3.5, subject to the second sentence of this Section 3.5(a)Dividend.