MDCP REGISTRABLE
SECURITIES; PROVIDED THAT IF ANY SUCH AMENDMENT OR WAIVER WOULD ADVERSELY AFFECT
IN ANY MATERIAL MANNER THE RIGHTS OF ANY HOLDERS OF REGISTRABLE SECURITIES
RELATIVE TO OTHER HOLDERS OF REGISTRABLE SECURITIES SIMILARLY SITUATED WITH
RESPECT TO SUCH RIGHTS UNDER THIS AGREEMENT, SUCH AMENDMENT OR WAIVER MUST BE
APPROVED IN WRITING BY THE HOLDERS OF A MAJORITY OF SUCH REGISTRABLE SECURITIES
SO ADVERSELY AFFECTED.
(E)
SUCCESSORS AND ASSIGNS.
ALL COVENANTS AND AGREEMENTS IN THIS
AGREEMENT BY OR ON BEHALF OF ANY OF THE PARTIES HERETO SHALL BIND AND INURE TO
THE BENEFIT OF THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO
WHETHER SO EXPRESSED OR NOT.
IN ADDITION, WHETHER OR NOT ANY EXPRESS ASSIGNMENT
HAS BEEN MADE, THE PROVISIONS OF THIS AGREEMENT WHICH ARE FOR THE BENEFIT OF
PURCHASERS OR HOLDERS OF REGISTRABLE SECURITIES ARE ALSO FOR THE BENEFIT OF, AND
ENFORCEABLE BY, ANY SUBSEQUENT HOLDER OF REGISTRABLE SECURITIES.
EACH PARTY
(INCLUDING THE COMPANY) ACKNOWLEDGES AND AGREES THAT PROMPTLY AFTER THE CLOSING
CONTEMPLATED BY THE MERGER, IT IS CONTEMPLATED THAT THE COMPANY WILL MERGE WITH
AND INTO A SECOND-TIER SUBSIDIARY OF THE COMPANY ("HOLDCO MERGER SUB") THROUGH
THE HOLDCO MERGER (AS DEFINED IN THE MERGER AGREEMENT), WITH THE EFFECT THAT THE
COMPANY WILL BE A WHOLLY-OWNED SUBSIDIARY OF HOLDCO AND THEREAFTER THE
POST-CLOSING MERGERS WILL TAKE PLACE WITH THE EFFECT THAT (I) GREAT LAKES DREDGE
& DOCK CORPORATION WILL MERGE WITH AND INTO THE SURVIVING COMPANY OF THE MERGER,
(II) THE SURVIVING CORPORATION OF THE MERGER REFERRED TO IN CLAUSE (I) WILL
MERGE WITH AND INTO THE SURVIVING CORPORATION OF THE HOLDCO MERGER, AND (III)
THE SURVIVING CORPORATION REFERRED TO IN CLAUSE (II) WILL MERGE WITH AND INTO
HOLDCO.
EACH PARTY ACKNOWLEDGES AND AGREES THAT EFFECTIVE AS OF IMMEDIATELY
PRIOR TO THE CONSUMMATION OF THE HOLDCO MERGER, WITHOUT FURTHER ACTION ON THE
PART OF ANY PARTY HERETO, THE COMPANY DOES HEREBY ASSIGN TO HOLDCO, AND HOLDCO
DOES ASSUME, ALL RIGHTS AND OBLIGATIONS OF THE COMPANY HEREUNDER AND FROM AND
AFTER THE EFFECTIVENESS OF SUCH ASSIGNMENT HOLDCO SHALL BE "THE COMPANY" FOR ALL
PURPOSES OF THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO
SHALL AUTOMATICALLY SURVIVE THE MERGER, THE HOLDCO MERGER AND
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THE POST-CLOSING MERGERS.
EACH OF MDCP AND EACH OTHER INVESTOR PARTY HERETO AS
OF THE DATE OF THIS AGREEMENT IRREVOCABLY AGREE, AFTER REVIEW OF THE INFORMATION
STATEMENT CIRCULATED BY GLDD IN CONNECTION WITH THE MERGER, THAT HE, SHE OR IT
IS IRREVOCABLY WAIVING ALL APPRAISAL RIGHTS ARISING UNDER DELAWARE LAW THAT HE,
SHE OR IT MAY HAVE FROM THE MERGER AND THE HOLDCO MERGER.
(F)
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS
AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE PROHIBITED
BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE ONLY TO
THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER
OF THIS AGREEMENT.
(G)
COUNTERPARTS.
THIS AGREEMENT MAY