Common use of Appraisal Rights Clause in Contracts

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and that are outstanding immediately prior to the Initial Company Merger Effective Time and that are held by any record holder who is entitled to demand has not voted in favor of the Mergers or consented thereto in writing, has not waived appraisal rights in connection with the Mergers, and properly demands appraisal of such shares pursuant to, and who complies in all respects accordance with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to as provided in Section 3.1(b)(ii2.04(a), but instead at the Initial Company Merger Effective Time shall become the right be entitled to payment of the fair value of such shares in accordance with the provisions of only those rights as are granted by Section 262 of the DGCL; provided, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to existhowever, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL DGCL, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share Shares shall thereafter thereupon be treated as if they were No Election Shares and shall be deemed to have been converted into and to have become, as of the Initial Company Merger Effective TimeTime into, and shall represent only the right to receive, without interest thereon, the Class B Merger Consideration. CVR Consideration as provided in Section 2.04(a) upon the surrender of such shares in the manner provided in Section 3.02. (b) The Company shall deliver give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Class B Common Stock Stock, any attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to be paid the “fair value” of the Appraisal Shares, as provided in Section 262 of the DGCL, and Parent shall provide Parent with have the opportunity right to participate in and direct all negotiations and proceedings Actions with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any holder of Appraisal Shares exercising demands for appraisal rights shall be paid in accordance with the DGCL by Parentor offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock any Units which are issued and outstanding immediately prior to the Initial Company Merger Effective Time that and which are held by any record holder the limited partners of FWOP who is entitled have filed with FWOP no later than twenty (20) Business Days from the date that the Consent Solicitation Materials (as defined herein) are sent to demand and properly demands appraisal such holder, written objections to the Plan of such shares pursuant toLiquidation, and who complies have not voted such Units in all respects with, the provisions of Section 262 favor of the DGCL Plan of Liquidation and the Transactions (the “Appraisal Shares”) shall "Dissenting Units"), will not be converted into at the Effective Time as described in Section 3.1 hereof, but, will thereafter constitute only the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares Units in accordance with the applicable provisions of Maryland law (the "Appraisal Rights Provisions"); provided, however, that all Units held by limited partners who shall have failed to perfect (in accordance with Section 262 3-203 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares MGCL) or who effectively shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect have withdrawn or otherwise shall waive, withdraw or lose the right lost their rights to appraisal of such Units under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock Appraisal Rights Provisions shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have becomeconverted, as of the Initial Company Merger Effective Time, into the right to receivereceive the Common Unit Cash Consideration or the Series B Preferred Unit Cash Consideration, as applicable, without interest thereon, in the Class manner provided in Section 3.1. Persons who have perfected statutory rights with respect to Dissenting Units as aforesaid will not receive the Common Unit Cash Consideration or the Series B Merger Preferred Unit Cash Consideration, as applicable, as provided in this Agreement and will have only such rights as are provided by the Appraisal Rights Provisions with respect to such Dissenting Units. The Company FWOP shall deliver give MergerLP prompt notice to Parent of any demands received by FWOP for the exercise of appraisal of rights with respect to any shares of Company Class B Common Stock Units and MergerCo shall have the Company shall provide Parent with the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company FWOP shall not, without except with the prior written consent of ParentMergerCo or as required by law, make any payment with respect to, or settle or offer to settle, any such demands, or agree . (b) Each dissenting limited partner who becomes entitled under Maryland law to do any of payment for Dissenting Units shall receive payment therefor after the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid Effective Time from MergerLP in accordance with the DGCL by ParentMaryland law, and such Units shall be canceled.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any shares (the “Dissenting Shares”) of Company Class B Seller Common Stock that are issued and outstanding immediately prior to the Initial Company Merger Effective Time and that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant tothe Seller Stockholders who, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Appraisal SharesRights Provisions”), (i) have not voted in favor of adopting this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Stockholders”), will not be converted into the Merger Consideration, but at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, however, that all shares of Seller Common Stock held by the Seller Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Seller Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been cancelled and to have been converted, as of the Effective Time, into the right to receive the Class B Merger Consideration payable pursuant to relating thereto, without interest, in the manner provided in Sections 3.1 and Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and 3.2. (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL Seller shall be forfeited give Parent and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver Purchaser prompt notice to Parent of any demands received by Seller for the exercise of appraisal of any rights with respect to shares of Company Class B Seller Common Stock Stock, and Parent shall have the Company shall provide Parent with the opportunity right to participate in all negotiations and proceedings with respect to such demands for appraisal under the DGCL. Prior subject, prior to the Initial Company Merger Effective Time, the Company to consultation with Seller. Seller shall not, without except with the prior written consent of Parent, which consent shall not be unreasonably withheld, make any payment with respect to, or settle or offer to settle, any such demands. (c) Each Dissenting Stockholder who becomes entitled under the Appraisal Rights Provisions to payment for Dissenting Shares shall receive payment therefor after the Effective Time from the Surviving Corporation (but only after the amount thereof shall have been agreed upon or finally determined pursuant to the Appraisal Rights Provisions), or and such shares of Seller Common Stock shall be canceled. For the avoidance of doubt, Parent, Purchaser and Seller acknowledge and agree that, in any appraisal proceedings described herein and to do any the extent permitted by applicable Law, the fair value of the foregoing. Any amount payable to any holder of Appraisal Dissenting Shares exercising appraisal rights shall be paid determined in accordance with the DGCL without regard to the Top-Up Option, any Top-Up Option Shares or any promissory note delivered by ParentPurchaser in payment thereof.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Firefly Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii3.1(b)(i), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (ai) such shares of Company Class B Firefly Common Stock shall thereupon cease to constitute Appraisal Shares and (bii) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Company Merger Effective Time, each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company Firefly shall deliver prompt notice to Parent Ohm of any demands for appraisal of any shares of Company Class B Firefly Common Stock and the Company Firefly shall provide Parent Ohm with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company Firefly shall not, without the prior written consent of ParentOhm, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, any shares of Company Class B Common Stock that constitute Appraisal Shares shall not be converted into the right to receive the Merger Consideration, and each holder of Appraisal Shares shall be entitled only to receive such consideration as may be determined to be due with respect to such Appraisal Shares pursuant to Section 262 of the DGCL (it being understood and acknowledged that from and after the Effective Time, such Appraisal Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive the consideration therefor as may be determined in accordance with Section 262 of the DGCL). If any holder of Appraisal Shares shall fail to timely perfect or shall otherwise waive, withdraw or lose such holder’s right to appraisal and payment under the DGCL (whether occurring before, at or after the Effective Time), or a court of competent jurisdiction shall have determined that such holder is not entitled to such right to appraisal and payment under Section 262 of the DGCL, then (i) such shares shall on longer be deemed to be Appraisal Shares and the right of such holder to be paid such consideration as is determined to be due pursuant to Section 262 of the DGCL shall cease, and (ii) such Appraisal Shares shall be deemed to have been converted as of the Effective Time into and have become exchangeable only for the right to receive (upon the surrender of the Company Stock Certificate(s) previously representing such Appraisal Shares if applicable) the Merger Consideration, without interest. (b) The Company (i) shall give Parent prompt written notice of any demand, or any withdrawal or attempted withdrawal of such demand, by any stockholder of the Company for appraisal of any shares of Company Common Stock pursuant to the DGCL, and (ii) shall give Parent the opportunity to participate, with reasonable advance notice, in all negotiations and proceedings with respect to any such demand. Prior to the Effective Time, the Company shall not make any payment with respect to any demands for appraisal or settle or compromise or offer to settle or compromise any such demands for appraisal or waive any failure to timely deliver a written demand (or agree to do any of the foregoing) without the prior written consent of Parent. (c) For purposes of this Agreement, “Appraisal Shares” shall refer to shares of Company Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record a holder who is entitled to demand and has properly demands exercised and perfected such holder’s demand for appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall and has not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, effectively and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect validly withdrawn or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of lost such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed rights to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parentappraisal.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Class B Common Stock which are issued and outstanding immediately prior to the Initial Company Merger Effective Time that and which are held by any record a holder who is entitled to demand and properly demands appraisal of has not voted such shares pursuant to, in favor of the Merger and who complies has or may properly demand appraisal rights in all respects with, the provisions of manner provided by Section 262 of the DGCL (the “Appraisal Dissenting Shares”) shall not be converted into the a right to receive a portion of the Class B Merger Consideration payable unless and until the holder of such shares becomes ineligible for such appraisal rights. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment 262 of the fair value of such shares DGCL shall receive payment therefor from the Parent in accordance with the provisions DGCL; provided, however, that (a) if any such holder of Dissenting Shares shall have failed to establish entitlement to appraisal rights as provided in Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, (b) if any such holder of Dissenting Shares shall fail to perfect have effectively withdrawn demand for appraisal of such shares or otherwise shall waive, withdraw or lose lost the right to appraisal and payment for shares under Section 262 of the DGCL or (c) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a court petition demanding a determination of competent jurisdiction shall determine that such holder is not entitled to the relief value of all Dissenting Shares within the time provided by in Section 262 of the DGCL, then (a) such holder shall forfeit the right to appraisal of such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share share shall thereafter be deemed to have been converted into and to have becometreated as if it had been, as of the Initial Company Merger Effective Time, the converted into a right to receivereceive the applicable portion of the Merger Consideration, without interest thereon, the Class B Merger Considerationas provided in Section 2.1(b) of this Agreement. The Company shall deliver give Parent prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Class B Common Stock Stock, and Parent shall have the Company shall provide Parent with the opportunity right to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable demands with respect to any holder of Appraisal Dissenting Shares exercising appraisal rights shall be paid in accordance with before the DGCL by ParentEffective Time.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Class B Common Stock issued and that are outstanding immediately prior to the Initial Company Merger Effective Time and that are held by any record holder Person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal SharesSection 262”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to as provided in Section 3.1(b)(ii3.08(c), but instead instead, at the Initial Company Merger Effective Time shall become Time, the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of any such Appraisal Shares shall cease to have any rights with respect thereto, except as otherwise set forth the right to receive payment of the fair value of such Appraisal Shares in this accordance with Section 3.6. Notwithstanding the foregoing, 262; provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL with respect to such Appraisal Shares or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL262, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid receive the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share Shares shall thereafter be deemed to have been converted into as of the Effective Time into, and to have become, as of the Initial Company Merger Effective Timebecome exchangeable solely for, the right to receivereceive the Merger Consideration as provided in Section 3.08(c), without interest thereon, the Class B Merger Considerationless any applicable tax withholding. The Company shall deliver give prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Class B Common Stock Stock, and Parent shall have the Company shall provide Parent with the opportunity right to participate in in, and direct all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable Prior to the Offer Closing Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any holder of Appraisal Shares exercising demands for appraisal rights shall be paid in accordance with the DGCL by Parentor offer to settle or settle any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record as to which the holder who is entitled to demand and properly demands appraisal of such shares pursuant toshall have (i) not voted in favor of the Merger nor consented thereto in writing, and who complies in all respects with, (ii) properly complied with the provisions of Section 262 of the DGCL (the “Section 262”) as to appraisal rights and (iii) not effectively withdrawn or lost such holder’s rights to appraisal (each, an “Appraisal SharesShare”) ), if any, shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)2.7, but instead at the Initial Company Merger Effective Time shall become the right to payment payment, solely from the Surviving Corporation, of the fair value of such shares in accordance with the provisions of Section 262 of 262. At the DGCLEffective Time, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail (A) fails to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 262, (B) fails to establish his entitlement to appraisal rights as provided in the DGCL, or (C) fails to take any action the consequence of which is that such holder is not entitled to payment for his shares under the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL262, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Election Deadline, each of such holder’s Appraisal Share Shares shall thereafter be deemed to have been converted into at the Effective Time into, and to shall have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration, as Non-Election Shares, pursuant to Section 2.7. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock that are issued and outstanding immediately prior to the Initial Company Merger Effective Time that and which are held by any record holder a stockholder who is entitled to demand and properly demands appraisal of such shares share of Company Common Stock pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal SharesDissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii(the “Dissenting Shares”), but instead at the Initial Company Merger Effective Time shall become the right be entitled to payment of receive the fair value of such shares in accordance with the provisions of Company Common Stock as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, DGCL (and at the Initial Company Merger Effective Time all Appraisal Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except as otherwise the rights set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL), then (a) unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have treated as if they had been converted into and to have become, as of the Initial Company Merger Effective Time, become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such share of Company Common Stock, in accordance with Section 2.1, without any interest thereon, the Class B Merger Consideration. The Company shall deliver give Parent (i) prompt notice to Parent of any written demands for appraisal of any shares of Company Class B Common Stock Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company shall provide Parent with relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands for appraisal under appraisal. Without limiting the DGCL. Prior generality of the foregoing, prior to the Initial Company Merger Effective Time, Time the Company shall not, without except with the prior written consent of Parent, make any payment or agree to make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), 3.1 but instead at the Initial Company Merger Effective Time shall become the right entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except as otherwise set forth the right to receive the fair value of such Appraisal Shares in this accordance with the provisions of Section 3.6262 of the DGCL. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by an appraisal of such holder’s shares under Section 262 of the DGCL, then (ai) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (bii) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Effective Time, each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger ConsiderationConsideration (including any dividends or other distributions with respect to Parent Common Stock pursuant to Section 3.4(g) and any cash payable in lieu of fractional shares of Parent Common Stock pursuant to Section 3.4(h)) upon the terms and conditions set forth in this Article III. The Company shall deliver prompt written notice (including all accompanying relevant documents and instruments) to Parent of any demands for appraisal of any shares of Company Class B Common Stock Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Appraisal Shares, as provided in Section 262 of the DGCL, and the Company shall provide Parent with the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior The Company shall not settle, make any payments with respect to, or offer to settle, any claim with respect to the Initial Company Merger Effective Time, the Company shall not, Appraisal Shares without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of the Company Class B Common Stock issued and that are outstanding immediately prior to the Initial Company Merger Effective Time and that are held by any record holder Person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal SharesSection 262”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to as provided in Section 3.1(b)(ii3.08(c), but instead instead, at the Initial Company Merger Effective Time shall become Time, the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of any such Appraisal Shares shall cease to have any rights with respect thereto, except as otherwise set forth the right to receive payment of the fair value of such Appraisal Shares in this accordance with Section 3.6. Notwithstanding the foregoing, 262; provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL with respect to such Appraisal Shares or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL262, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid receive the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share Shares shall thereafter be deemed to have been converted into as of the Effective Time into, and to have become, as of the Initial Company Merger Effective Timebecome exchangeable solely for, the right to receivereceive the Merger Consideration as provided in Section 3.08(c), without interest thereon, the Class B Merger Considerationless any applicable tax withholding. The Company shall deliver give prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Class B Common Stock and the Company Common Stock, and Parent shall provide Parent with have the opportunity right to participate in in, and direct all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable Prior to the Offer Closing Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any holder of Appraisal Shares exercising demands for appraisal rights shall be paid in accordance with the DGCL by Parentor offer to settle or settle any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder (excluding any shares described in Section 2.1(b)(iii)) who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii2.1(b), but instead at the Initial Company Merger Effective Time the holders of Appraisal Shares shall become the right entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, DGCL and at the Initial Company Merger Effective Time Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to existexist and the holder of such shares shall cease to have any rights with respect thereto, except as otherwise set forth in this Section 3.62.2. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease cease, and each of such holder’s Appraisal Share Shares shall thereafter be deemed to have been converted into at the Effective Time into, and to shall have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL that are received by the Company shall for appraisal of any shares of Company Common Stock, and provide Parent with the opportunity to participate in and control all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, the shares (the “Appraisal Shares”) of Company Class B SLIC Common Stock issued and that are outstanding immediately prior to the Initial Company Merger First Effective Time and that are held by any record holder Person who is entitled to demand and properly demands appraisal of such shares of SLIC Common Stock pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal SharesSection 262”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to as provided in Section 3.1(b)(ii)1.5, but instead instead, at the Initial Company Merger First Effective Time shall become Time, the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of any such Appraisal Shares shall cease to have any rights with respect thereto, except as otherwise set forth the right to receive payment of the fair value of such Appraisal Shares in this accordance with Section 3.6. Notwithstanding the foregoing, 262; provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL with respect to such Appraisal Shares or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL262, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid receive the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share Shares shall thereafter be deemed to have been converted into as of the First Effective Time into, and to have become, as of the Initial Company Merger Effective Timebecome exchangeable solely for, the right to receivereceive the Merger Consideration as provided in Section 1.5, without interest thereonless any applicable Tax withholding, the Class B Merger Considerationand shall no longer be Appraisal Shares. The Company SLIC shall deliver give prompt written notice to Parent PIF of any demands received by SLIC for appraisal of any shares of SLIC Common Stock, any withdrawals of demands for appraisal of any shares of Company Class B SLIC Common Stock and any other documents sent to SLIC pursuant to Section 262, and PIF shall have the Company shall provide Parent with the opportunity right to participate in in, and direct all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company SLIC shall not, without the prior written consent of ParentPIF (including the consent of a majority of the Independent Directors of PIF), make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable Prior to the First Effective Time, PIF shall not, except with the prior written consent of SLIC, require SLIC to make any payment with respect to any holder of Appraisal Shares exercising demands for appraisal rights shall be paid in accordance with the DGCL by Parentor offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, any shares of Company Class B Common Stock issued that constitute Appraisal Shares shall not be converted into the right to receive the Merger Consideration, and each holder of Appraisal Shares shall be entitled only to receive such consideration as is determined to be due with respect to such Appraisal Shares pursuant to Section 262 of the DGCL. From and after the Effective Time, a holder of Appraisal Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If any holder of Appraisal Shares shall fail to perfect or shall otherwise waive, withdraw, or lose such holder’s right to appraisal under Section 262 of the DGCL, then (i) the right of such holder to be paid such consideration as is determined to be due pursuant to Section 262 of the DGCL shall cease, and (ii) such Appraisal Shares shall be deemed to have been converted as of the Effective Time into and have become exchangeable only for the right to receive (upon the surrender of the Company Stock Certificate(s) or Book Entry Shares previously representing such Appraisal Shares) the Merger Consideration, without interest and reduced by the amount of any withholding that is required under applicable Tax Law, in accordance with Section 3.5. (b) The Company (i) shall provide to Parent prompt notice of any written demand by any stockholder of the Company for appraisal of such holder’s shares of Company Common Stock, any written withdrawal of any such demand, and any other instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand and (ii) shall give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demand. The Company shall not, without the written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands for appraisal, or agree to any of the foregoing. (c) For purposes of this Agreement, “Appraisal Shares” shall refer to shares of Company Common Stock outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record a holder who is entitled to demand and properly demands appraisal of such shares pursuant ​ to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have becomeand, as of the Initial Company Merger Effective Time, the right have neither effectively withdrawn nor lost their rights to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for such appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal payment under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any shares of Company Class B Seller Common Stock that are issued and outstanding immediately prior to the Initial Company Merger Effective Time and that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant toSeller Stockholders who, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “‘‘Appraisal Shares”Rights Provisions’’) (i) have not voted in favor of adopting and approving this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, and (iii) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (collectively, the ‘‘Dissenting Shares’’), will not be converted as described in Section 3.1, but at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, however, that all shares of Seller Common Stock held by Seller Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Seller Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been canceled and to have been converted, as of the Effective Time, into the right to receive the Class B Merger Consideration payable pursuant relating thereto, without interest, in the manner provided in Section 3.1. Persons who have perfected statutory rights with respect to Section 3.1(b)(ii), but instead at Dissenting Shares (the Initial Company Merger Effective Time ‘‘Dissenting Stockholders’’) as described above will not be paid as provided in this Agreement and will have only such rights as are provided by the Appraisal Rights Provisions with respect to such Dissenting Shares. (b) Seller shall become give Parent and Purchaser prompt (and in any event within 10 days of receipt) notice of any demands received by the Seller for the exercise of appraisal rights with respect to shares of Seller Common Stock and Parent shall have the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior such demands, subject, prior to the Initial Company Merger Effective Time, the Company to consultation with Seller. Seller shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands. (c) Each Dissenting Stockholder who becomes entitled under the Appraisal Rights Provisions to payment for Dissenting Shares shall receive payment therefor after the Effective Time from the Surviving Corporation (but only after the amount thereof shall have been agreed upon or finally determined pursuant to the Appraisal Rights Provisions), or agree to do any and such shares of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights Seller Common Stock shall be paid in accordance with the DGCL by Parentcanceled.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “‘‘Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to as provided in Section 3.1(b)(ii3.01(c), but instead at the Initial Company Merger Effective Time such holder shall become the right be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL. At the Effective Time, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except as otherwise set forth the right to receive the fair value of such Appraisal Shares in this accordance with the provisions of Section 3.6262 of the DGCL. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share Shares shall thereafter be deemed to have been converted into at the Effective Time into, and to shall have become, as of the Initial Company Merger Effective Time, the right to receivereceive the Merger Consideration as provided in Section 3.01(c), without any interest thereon, the Class B Merger Consideration. The Company shall deliver give prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock or written threats thereof, withdrawals of such demands and any other instruments served pursuant to the Company DGCL received by the Company, and Parent shall provide Parent with have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of ParentParent (which consent shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.[...]

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary (but subject to this Section 2.2), shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who has not voted in favor of or consented to the Merger and who is entitled to demand and has properly demands appraisal demanded to be paid fair value of such shares pursuant to, and who complies of Company Common Stock in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii2.1(b), but instead at the Initial Company Merger Effective Time the holders of Appraisal Shares shall become the right be entitled to payment of the fair value of only such shares in accordance with the provisions of rights as are granted by Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose loses the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each of such holder’s Appraisal Share Shares shall thereafter be deemed to have been converted into at the Effective Time into, and to shall have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to reasonably participate in all negotiations and proceedings with respect to demands for appraisal under Section 262 of the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of ParentParent (not to be unreasonably withheld, delayed or conditioned) make any payment with respect to, or settle or offer to settle, or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights with respect to any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock that are issued and outstanding immediately prior to the Initial Company Merger Effective Time that and which are held by any record holder a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable provisions of Section 262 33-861 of the DGCL CBCA (the “Appraisal SharesDissenting Stockholders”) ), shall not be converted into or be exchangeable for the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii(the “Dissenting Shares,” and together with the Cancelled Shares, the “Excluded Shares”), but instead at the Initial Company Merger Effective Time such holder shall become the right be entitled to payment of the fair appraised value of such shares in accordance with the applicable provisions of Section 262 of the DGCL, CBCA (and at the Initial Company Merger Effective Time all Appraisal Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any and such holder shall fail cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the applicable provisions of the CBCA), unless and until such holder shall have failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the right lost rights to appraisal under Section 262 of the DGCL CBCA. If any Dissenting Stockholder shall have failed to perfect or a court of competent jurisdiction shall determine that have effectively withdrawn or lost such holder is not entitled to the relief provided by Section 262 of the DGCLright, then (a) such holder’s shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have treated as if they had been converted into and to have become, as of the Initial Company Merger Effective Time, become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such share of Company Common Stock, in accordance with Section 2.1(a), without any interest thereon, the Class B Merger Consideration. The Company shall deliver give Parent (i) prompt notice to Parent of any written demands for appraisal of any shares of Company Class B Common Stock Stock, attempted withdrawals of such demands and any other instruments served pursuant to the CBCA and received by the Company shall provide Parent with relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLCBCA. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demands, or agree to do any demand for payment. Any portion of the foregoing. Any amount payable Merger Consideration made available to any holder the Paying Agent pursuant to Section 2.2 to pay for shares of Appraisal Shares exercising Company Common Stock for which appraisal rights have been perfected shall be paid in accordance with the DGCL by Parentreturned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)3.1, but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (ai) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (bii) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Effective Time, each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock (provided that the failure of the Company to deliver such prompt notice shall not constitute a breach of this Agreement) and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything in any other section of this Agreement to the contrary, shares of Company Class B Common Stock issued and Stock, outstanding immediately prior to the Initial Company Merger Effective Time that are and held by any record a holder who is entitled to demand has not voted in favor of the Merger or consented thereto in writing and properly demands who has demanded appraisal of for such shares pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Appraisal Dissenting Shares”) shall not be converted into into, or represent the right to receive, the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. At the Effective Time, all Dissenting Shares shall no longer be outstanding, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair appraised value of such shares Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid receive payment of the fair appraised value of such holder’s Appraisal Dissenting Shares under held by them in accordance with the provisions of Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share Dissenting Shares shall thereafter thereupon be deemed to have been converted into into, and to have becomebecome exchangeable for, as of the Initial Company Merger Effective Time, the right to receivereceive the Merger Consideration, without any interest thereon, upon surrender, in the Class B Merger Consideration. manner provided in Section 2.02, of the Certificate or Certificates that formerly evidenced such Dissenting Shares. (b) The Company shall deliver give Parent prompt notice to Parent of any demands for appraisal received by the Company, withdrawals of such demands and any shares of Company Class B Common Stock and other instruments served on or otherwise received by the Company pursuant to Section 262 of the DGCL, and Parent shall provide Parent with have the opportunity right to participate in and control all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, shares of Company Class B Citadel Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that and which are held by any record holder shareholders who is entitled object to demand the Merger and properly demands appraisal comply with all of such shares pursuant to, and who complies in all respects with, the relevant provisions of Section 262 of the DGCL (the “Appraisal "Dissenting Shares”") shall not be converted into the or represent a right to receive the Class B Merger Consideration payable XxxxXxxx Common Stock hereunder or pursuant to Section 3.1(b)(ii)the Articles of Merger at or after the Effective Time, but instead at the Initial Company Merger Effective Time shall become the right be entitled to receive payment of the fair appraised value of such shares in accordance with the provisions of Section 262 of the DGCL, unless and at until the Initial Company Merger Effective Time all Appraisal Shares holder thereof shall no longer be outstanding and have failed to perfect, or shall automatically be canceled and cease to existhave effectively withdrawn or lost, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right rights to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal payment under the DGCL. Prior If a holder of Dissenting Shares shall have so failed to perfect or shall have effectively withdrawn or lost such right to appraisal and payment, then as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall be converted into and solely represent the right to receive shares of XxxxXxxx Common Stock, as provided herein. Citadel shall give XxxxXxxx prompt notice upon receipt by Citadel of any written objection to the Initial Company Merger plan of merger set forth herein (any shareholder duly making such objection being hereinafter called a "Dissenting Shareholder"). Citadel agrees that prior to the Effective Time, the Company shall it will not, without the prior written consent of ParentXxxxXxxx, voluntarily make or agree to make any payment with respect to, or settle or offer to settle, any such demandsobjection. (b) Each Dissenting Shareholder who becomes entitled, or agree pursuant to do any the provisions of the foregoing. Any DGCL, to payment for his Dissenting Shares shall receive payment therefor after the Effective Time from the Surviving Corporation (but only after the amount payable thereof shall have been agreed upon or finally determined pursuant to any holder of Appraisal Shares exercising appraisal rights such provisions) and such shares shall be paid in accordance with the DGCL by Parentcanceled.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of (a) In accordance with Section 262 of the DGCL (the “DGCL Appraisal Rights Provisions”), appraisal rights may be available to holders of shares of Company Common Stock in connection with the Merger. (b) Notwithstanding anything to the contrary herein, any shares of Company Common Stock held of record by Persons who, prior to the Special Meeting, have objected to the Merger and complied with all applicable provisions of the DGCL Appraisal Rights Provisions necessary to perfect and maintain their appraisal rights thereunder (any such shares of Company Common Stock, “Dissenting Shares”) shall not be converted as of the Effective Time into a right to receive the Merger Consideration, but instead shall entitle the holder of such shares of Company Common Stock to such rights as may be available under the DGCL Appraisal Rights Provisions; provided, however, that if after the Effective Time such holder fails to perfect or withdraws or otherwise loses its rights under the DGCL Appraisal Rights Provisions, the shares of Company Common Stock owned by such holder immediately prior to the Effective Time shall be treated as if they had been converted as of the Effective Time into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)Consideration, but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled without interest. (c) Prior to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver give Parent prompt notice to Parent of any demands for appraisal its receipt of any shares each notification from a stockholder of Company Class B Common Stock and the Company stating such stockholder’s intent to demand payment for his or her shares if the Merger is effectuated, and Parent shall provide Parent with have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands. After the Effective Time, Parent shall pay, or agree shall cause the Surviving Corporation to do pay, any amounts that may become payable in respect of the foregoing. Any amount payable to any holder of Appraisal Dissenting Shares exercising appraisal rights shall be paid in accordance with under the DGCL by ParentAppraisal Rights Provisions.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Class B Valeant Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder Person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal SharesSection 262”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to as provided in this Section 3.1(b)(ii)2.01, but instead at rather the Initial Company Merger Effective Time holders of Appraisal Shares shall become the right be entitled to payment of the fair value of such shares Appraisal Shares in accordance with Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL 262, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL262, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share Shares shall thereafter be deemed to have been converted into as of the Effective Time into, and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, receive the Class B Merger ConsiderationConsideration as provided in this Section 2.01. The Company Valeant shall deliver give prompt notice to Parent Biovail of any demands received by Valeant for appraisal of any shares of Company Class B Valeant Common Stock Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by Valeant. Biovail shall have the Company shall provide Parent with the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company Valeant shall not, without the prior written consent of ParentBiovail (not to be unreasonably withheld, delayed or conditioned), make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, any Company Common Stock that constitute Appraisal Shares shall not be converted into the right to receive the contraryMerger Consideration, and each holder of Appraisal Shares shall be entitled only to receive such consideration as is determined to be due with respect to such Appraisal Shares pursuant to Section 262 of the DGCL. From and after the Effective Time, a holder of Appraisal Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If any holder of Appraisal Shares shall fail to perfect or shall otherwise waive, withdraw or lose such holder’s right to appraisal under Section 262 of the DGCL, then (i) the right of such holder to be paid such consideration as is determined to be due pursuant to Section 262 of the DGCL shall cease, and (ii) such Appraisal Shares shall be deemed to have been converted as of the Effective Time into and have become exchangeable only for the right to receive (upon the surrender of the Company Stock Certificate(s) or Book Entry Shares previously representing such Appraisal Shares) the Merger Consideration, without interest and reduced by the amount of any withholding that is required under applicable Tax Law, in accordance with Section 3.11. (b) The Company (i) shall give Parent prompt written notice of any demand, or any withdrawal or attempted withdrawal of such demand, by any stockholder of the Company for appraisal of such stockholder’s Company Common Stock pursuant to Section 262 of the DGCL, and (ii) shall give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demand. The Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal or waive any failure to timely deliver a written demand (or an appraisal or agree to do any of the foregoing) without the consent of Parent. (c) For purposes of this Agreement, “Appraisal Shares” shall refer to shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record a holder who is entitled to demand and has properly demands demanded appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock that are issued and outstanding immediately prior to the Initial Company Merger Effective Time that which are held by any record holder a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal SharesDissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii(the “Dissenting Shares”), but instead at the Initial Company Merger Effective Time such Dissenting Stockholder shall become the right be entitled to payment of the fair value of receive such shares in accordance with the provisions of consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, DGCL (and at the Initial Company Merger Effective Time all Appraisal Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such Dissenting Stockholder shall cease to have any rights with respect thereto, except as otherwise the rights set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL), then (a) unless and until such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Dissenting Stockholder’s shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have treated as if they had been converted into and to have become, as of the Initial Company Merger Effective Time, become exchangeable for the right to receive, without interest thereonas of the Effective Time, the Class B Merger ConsiderationConsideration for each such share of Company Common Stock, in accordance with Section 2.1, without any interest thereon and less any withholding Taxes in accordance with Section 2.3(g). The Company shall deliver give Parent (i) prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company shall provide Parent with relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Hydrocarbon Common Stock issued and outstanding immediately prior to the Initial Company Merger filing of the Redemption Charter Amendment or the Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “"Appraisal Shares”") shall not be converted into the right to receive the Class B Redemption/Merger Consideration payable pursuant to Section 3.1(b)(ii)Consideration, but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, DGCL and the Redemption Charter Amendment and at the Initial Company Merger filing of the Redemption Charter Amendment or the Effective Time Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 of the DGCL and the Redemption Charter Amendment shall be forfeited and cease and if such forfeiture shall occur following the Election Deadline, each of such holder's Appraisal Share Shares, to the extent permitted by law, shall thereafter be deemed treated as Non-Electing Shares or pursuant to have been converted into and to have become, Section 3.2(e) as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger ConsiderationCash Election Shares. The Company Hydrocarbon shall deliver prompt notice to Parent Energy Partners of any demands for appraisal of any shares of Company Class B Hydrocarbon Common Stock and the Company shall provide Parent Energy Partners with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. Prior to the Initial Company Merger Effective Time, the Company Hydrocarbon shall not, without the prior written consent of ParentEnergy Partners, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock that are issued and outstanding immediately prior to the Initial Company Merger Effective Time that which are held by any record holder a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who (a) is entitled to demand and properly demands appraisal of such shares pursuant to, to and who (b) complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal SharesDissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Class B applicable Merger Consideration payable pursuant to Section 3.1(b)(ii(the “Dissenting Shares”), but instead at the Initial Company Merger Effective Time such Dissenting Stockholder shall become the right be entitled to payment of the fair value of receive such shares in accordance with the provisions of consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, DGCL (and at the Initial Company Merger Effective Time all Appraisal Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any rights with respect thereto, except as otherwise the rights set forth in this Section 3.6. Notwithstanding 262 of the foregoingDGCL), if any unless and until such holder Dissenting Stockholder shall fail have failed to perfect or otherwise shall waivehave effectively waived, withdraw withdrawn or lose the right lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively waived, withdrawn or lost such right to appraisal, or if appraisal rights are unavailable to the Company’s stockholders pursuant to Section 262 of the DGCL or a court of competent jurisdiction shall determine that in connection with the Transactions, such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such Dissenting Stockholder’s shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have treated as if they had been converted into and to have become, as of the Initial Company Merger Effective Time, become exchangeable for the right to receive, without interest thereonas of the Effective Time, the Class B applicable Merger ConsiderationConsideration for each such share of Company Common Stock, in accordance with Section 2.1, without any interest thereon and less any applicable withholding Taxes. The Company shall deliver give Parent (i) prompt notice to Parent of any written demands for appraisal of any shares of Company Class B Common Stock Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company shall provide Parent with relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in and direct, in each case at its own expense, all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or offer to settle or offer to settle, any such demands, or agree demands prior to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by ParentEffective Time.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary and to the extent available under the DGCL, shares of Company Class B Crosstex Common Stock issued and that are outstanding immediately prior to the Initial Company Merger Crosstex Effective Time and that are held by any record holder holders of shares of Crosstex Common Stock who is entitled to demand shall have neither voted in favor of the Crosstex Merger nor consented thereto in writing and who shall have demanded properly demands in writing appraisal of for such shares pursuant to, and who complies of Crosstex Common stock in all respects with, the provisions of accordance with Section 262 of the DGCL (collectively, the “Appraisal Dissenting Shares”) shall not be converted into into, or represent the right to receive, the Crosstex Merger Consideration. Such Crosstex stockholders shall be entitled instead to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares of Crosstex Common Stock in accordance with the provisions of Section 262 of the DGCL, DGCL and at the Initial Company Merger Crosstex Effective Time Time, all Appraisal Dissenting Shares shall no longer be outstanding and shall automatically be canceled cancelled and the holders of such shares shall cease to exist, have any rights with respect thereto except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing2.2, if any except that such holder Dissenting Shares held by holders of shares of Crosstex Common Stock who shall fail have failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the right lost their rights to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Crosstex Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter thereupon be deemed to have been converted into into, and to have becomebecome exchangeable for, as of the Initial Company Merger Crosstex Effective Time, the right to receivereceive the Crosstex Merger Consideration, without interest thereon, the Class B Merger Considerationin accordance with Section 2.1(a). The Company Crosstex shall deliver prompt notice to Parent Devon of any demands for appraisal of any shares of Company Class B Crosstex Common Stock Stock, attempted withdrawals of such demands and any other instruments served pursuant to the Company shall DGCL that are received by Crosstex for appraisal of any shares of Crosstex Common Stock, and provide Parent Devon with the opportunity to participate in and control all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Crosstex Effective Time, the Company Crosstex shall not, without the prior written consent of ParentDevon, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, shares of Company Class B Common Stock issued and Shares that are outstanding immediately prior to the Initial Company Merger Effective Time and that are held by any record holder Company Stockholders who is entitled to demand and properly demands appraisal shall have neither voted in favor of such shares pursuant to, the First Merger nor consented thereto in writing and who complies shall have demanded properly in all respects with, the provisions of writing appraisal for such Company Shares in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (such Company Shares, the “Appraisal Dissenting Shares”) shall not be converted into the into, and such stockholders shall have no right to receive receive, the Class B Merger Per Share Stock Consideration payable pursuant to Section 3.1(b)(ii)or Per Share Cash Consideration, but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of as applicable, unless and until such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail stockholder fails to perfect or withdraws or otherwise shall waiveloses his, withdraw her or lose the its right to appraisal and payment under Section 262 the DGCL. Any stockholder of the DGCL Company who fails to perfect or a court who effectively withdraws or otherwise loses his, her or its rights to appraisal of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLhis, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal her or its Dissenting Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter thereupon be deemed to have been converted into into, and to have becomebecome exchangeable for, as of the Initial Company Merger Effective Time, the right to receivereceive the Per Share Stock Consideration or Per Share Cash Consideration, as applicable, without any interest thereon, upon surrender, if applicable, in the Class B Merger Consideration. The manner provided in Section 3.03(b), of the Certificate or Certificates that formerly evidenced such Company Shares. (b) Prior to the Closing, the Company shall deliver give SMMC (i) prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and received by the Company shall provide Parent with and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of ParentSMMC (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, shares of Company Class B Common Stock NYSE Euronext Shares that are issued and outstanding immediately prior to the Initial Company Merger Effective Time and that are held by any record holder holders of NYSE Euronext Shares who is entitled to demand and properly demands appraisal shall have neither voted in favor of such shares pursuant to, the Merger nor consented thereto in writing and who complies shall have demanded properly in all respects with, the provisions of writing appraisal for such NYSE Euronext Shares in accordance with Section 262 of the DGCL (collectively, the “Appraisal Dissenting Shares”) shall not be converted into into, or represent the right to receive, the Merger Consideration. Such NYSE Euronext stockholders shall be entitled to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares NYSE Euronext Shares held by them in accordance with the provisions of such Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist262, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder that all Dissenting Shares held by holders of NYSE Euronext Shares who shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal of such NYSE Euronext Shares under such Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into cancelled and to have becomebeen converted, as of the Initial Company Merger Effective Time, into the right to receivereceive the Merger Consideration, without any interest thereon, the Class B Merger Consideration. The Company in accordance with 1.5(a). (b) NYSE Euronext shall deliver give NASDAQ OMX and ICE (i) prompt notice to Parent of any demands for appraisal received by NYSE Euronext, withdrawals of such demands, and any shares of Company Class B Common Stock other instruments served pursuant to the DGCL and the Company shall provide Parent with received by NYSE Euronext and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company NYSE Euronext shall not, without except with the prior written consent of each Parent (which consent may be withheld by either Parent for any reason whatsoever or for no reason, in such Parent’s sole and absolute discretion), make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demands, or agree to do any . (c) Each holder of Dissenting Shares who becomes entitled under Section 262 of the foregoing. Any DGCL to payment for such Dissenting Shares shall receive payment therefor after the Effective Time from the Surviving Corporation (but only after the amount payable thereof shall have been agreed upon in writing by the Surviving Corporation or finally determined pursuant to any holder of Appraisal such Section 262), and such Dissenting Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parentcancelled and retired.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)3.1, but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, DGCL and at the Initial Company Merger Effective Time Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (ai) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (bii) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Effective Time, each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock (provided that the failure of the Company to deliver such prompt notice shall not constitute a breach of this Agreement) and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock Shares issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder or beneficial owner who is entitled to demand and properly demands appraisal of such shares Shares (the “Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 1930 of the DGCL Business Corporation Law, including compliance with Subchapter D of Chapter 15 of the Business Corporation Law (the “Appraisal SharesSubchapter D”) ), as required by Section 1930 thereof, shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to as provided in Section 3.1(b)(ii3.01(c), but instead at the Initial Company Merger Effective Time such holder or beneficial owner shall become the right be entitled to payment of the fair value of such shares Appraisal Shares in accordance with Subchapter D. At the provisions of Section 262 of Effective Time, the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder or beneficial owner of Appraisal Shares shall cease to have any rights with respect thereto, except as otherwise set forth the right to receive the fair value of such shares in this Section 3.6. accordance with Subchapter D. Notwithstanding the foregoing, if any such holder or beneficial owner of Appraisal Shares shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL Subchapter D or a court of competent jurisdiction shall determine that such holder or beneficial owner is not entitled to the relief provided by Section 262 of the DGCLSubchapter D, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder or beneficial owner to be paid the fair value of such holder’s or beneficial owner’s Appraisal Shares under Section 262 of the DGCL Subchapter D shall be forfeited and cease and each such Appraisal Share Shares shall thereafter be deemed to have been converted into at the Effective Time into, and to shall have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, receive the Class B Merger ConsiderationConsideration as provided in Section 3.01(c). The Company shall deliver give prompt notice to Parent of any demands for appraisal of any shares Shares, withdrawals of Company Class B Common Stock such demands and any other instruments served pursuant to the Company Business Corporation Law received by the Company, and Parent shall provide Parent with have the opportunity right to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of ParentParent (in its sole and absolute discretion), make any payment with respect to, or settle or offer to settle, any such demands or approve any withdrawal of such demands. Notwithstanding anything to the contrary contained herein, or agree to do any no shareholder of the foregoingCompany shall have any right to seek appraisal of Shares if such right is not expressly provided for as a result of the Merger under Subchapter D, including after giving full effect to the exemptions set forth in Section 1571(b) of the Business Corporation Law, and nothing in this Agreement is intended to confer any such right in circumstances where it is otherwise not so required. Any amount payable For the avoidance of doubt, no action has been taken by the Company Board to any holder of Appraisal Shares exercising grant appraisal or dissenters rights shall be paid in accordance connection with the DGCL transactions contemplated by Parentthis Agreement or the Tender and Voting Agreements pursuant to Section 1571(c) of the Business Corporation Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares each share of Company Class B Common Capital Stock that is issued and outstanding immediately prior to the Initial Company Merger Effective Time and that are is held by any record holder a Stockholder who is entitled to demand has properly exercised and properly demands perfected appraisal of such shares pursuant to, and who complies in all respects with, the provisions of rights under Section 262 of the DGCL (the “Appraisal Dissenting Shares”) shall not be converted into or exchangeable for the right to receive the Class B Merger Consideration payable pursuant to Parent Shares as otherwise provided in Section 3.1(b)(ii2.8(a), but instead at the Initial Company Merger Effective Time shall become the right be entitled to payment of the fair value of receive such shares in accordance with the provisions of consideration as shall be determined pursuant to Section 262 of the DGCL; provided, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to existhowever, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, that if any such holder shall fail Stockholder fails to perfect or otherwise shall waive, withdraw effectively withdraws or lose loses the right to appraisal and payment under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such the shares of Company Class B Common Capital Stock of such Stockholder shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have becomebecome exchangeable for, as of the Initial Company Merger Effective Time, the right to receivereceive such number of Parent Shares (less the number of Escrow Parent Shares to be deposited with the Escrow Agent on such holder’s behalf pursuant to Section 2.10(a)(ii)), without interest thereonrounded (up or down) to the nearest whole share, that such holder has the right to receive pursuant to clauses (i), (ii) or (iii) of Section 2.8(a) with respect to such shares of Company Capital Stock. No later than the tenth Business Day following the date of this Agreement, the Class B Merger ConsiderationCompany shall provide notice in accordance with the DGCL to each Stockholder entitled to appraisal rights. To the extent the notice is sent to Equityholders that are not Accredited Investors, included with the notice shall be such information required to be furnished to investors who are not Accredited Investors pursuant to Rule 502 of Regulation D promulgated under the Securities Act. The Company shall deliver give prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and received by the Company for appraisals of Shares, Parent shall provide Parent with have the opportunity right to participate in reasonably direct all negotiations and proceedings with respect to demands for appraisal under such demands, Parent shall have the DGCL. Prior right to the Initial Company Merger Effective Time, reasonably approve any payment made in respect of Dissenting Shares and the Company shall not, without the prior written consent of Parent, make any payment cooperate with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid Parent in accordance with the DGCL connection therewith and take all actions reasonably requested by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder (excluding any shares described in Section 2.1(b)(ii)) who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “"Appraisal Shares”") shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii2.1(b), but instead instead, at the Initial Company Merger Effective Time Time, the holders of Appraisal Shares shall become the right entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, DGCL and at the Initial Company Merger Effective Time Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to existexist and the holder of such shares shall cease to have any rights with respect thereto, except as otherwise set forth in this Section 3.62.2. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each of such holder's Appraisal Share Shares shall thereafter be deemed to have been converted into at the Effective Time into, and to shall have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any notice received by the Company of intent to demand and of any demands received by the Company for appraisal of any shares of Company Class B Common Stock Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL that are received by the Company shall for appraisal of any shares of Company Common Stock, and provide Parent with the opportunity to participate in and control all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal SharesSection 262”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to as provided in Section 3.1(b)(ii3.01(c), but instead at the Initial Company Merger Effective Time such holder shall become the right be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of 262. At the DGCLEffective Time, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except as otherwise set forth the right to receive the fair value of such shares in this accordance with the provisions of Section 3.6262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL262, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share Shares shall thereafter be deemed to have been converted into at the Effective Time into, and to shall have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, receive the Class B Merger ConsiderationConsideration as provided in Section 3.01(c). The Company shall deliver give prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock Stock, withdrawals of such demands and any other instruments served pursuant to the Company DGCL received by the Company, and Parent shall provide Parent with have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of ParentParent (which consent shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, including Section 3.1, shares of Company Class B A Common Stock that are issued and outstanding immediately prior to the Initial Company Merger Effective Time that which are held by any record holder a stockholder who did not vote in favor of the Merger and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (other than Excluded Shares) (the “Appraisal Dissenting Stockholders”) with respect to any such shares of Company Class A Common Stock held by such Dissenting Stockholder (the “Dissenting Shares”) ), shall not be converted into or be exchangeable for the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)Consideration, but instead at the Initial Company Merger Effective Time such Dissenting Stockholder shall become the right be entitled to payment of the fair value of receive such shares in accordance with the provisions of consideration for his, her or its Dissenting Shares as may be determined to be due pursuant to Section 262 of the DGCL, DGCL (and at the Initial Company Merger Effective Time all Appraisal Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, and such Dissenting Stockholder shall cease to have any rights with respect thereto, except as otherwise the rights set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL), then (a) unless and until such shares of Company Class B Common Stock Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL with respect to such Dissenting Stockholder’s Dissenting Shares. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right with respect to his, her or its Dissenting Shares, such Dissenting Stockholder’s Dissenting Shares shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have treated as if they had been converted into and to have become, as of the Initial Company Merger Effective Time, become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Dissenting Share, in accordance with Section 3.1, without any interest thereon, the Class B Merger Consideration. The Company shall deliver prompt give Parent (i) notice to Parent of any written demands as promptly as reasonably practicable for appraisal of any shares of Company Class B A Common Stock Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company shall provide Parent with relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock that are issued and outstanding immediately prior to the Initial Company Merger Effective Time that and which are held by any record holder a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, with the provisions of of, Section 262 of the DGCL (the “Appraisal SharesDissenting Stockholders”) ), shall not be converted into or be exchangeable for the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii(the “Dissenting Shares”), but shall instead at the Initial Company Merger Effective Time shall become be converted solely into the right to payment of the fair value of receive such shares in accordance with the provisions of consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, DGCL (and at the Initial Company Merger Effective Time all Appraisal Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such Dissenting Stockholder shall cease to have any rights with respect thereto, except as otherwise the rights set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL), then (a) unless and until such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Dissenting Stockholder’s shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have treated as if they had been converted into and to have become, as of the Initial Company Merger Effective Time, become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such share of Company Common Stock, in accordance with Section 2.1, without any interest thereon, the Class B Merger Considerationand such shares shall not be deemed to be Dissenting Shares. The Company shall deliver give Parent (a) prompt notice to Parent notice, together with copies, of any written demands for appraisal of any shares of Company Class B Common Stock Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal, and (b) Parent shall provide Parent with have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, settle any such demandsdemands or waive any failure to properly make or effect any such appraisal demand or other action required to perfect appraisal rights in accordance with the DGCL, or agree or commit to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if appraisal rights are available under Delaware law, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger I Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)2.3, but instead at the Initial Company Merger I Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, DGCL and at the Initial Company Merger I Effective Time Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Election Deadline, each of such holder’s Appraisal Share Shares shall thereafter be deemed to have been converted into at the Merger I Effective Time into, and to shall have become, as of the Initial Company Merger Effective Time, the right to receive, receive without interest thereon, the Class B Merger ConsiderationConsideration into which No Election Shares shall have been converted pursuant to Section 2.3(e), subject to the last sentence of Section 2.3(e). The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger I Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement In the event that a Pre-Closing CVR Distribution has occurred, by virtue of Section 13.1-730(B) of the VSCA, no appraisal rights shall be available to the contraryholders of Marigold Voting Common Stock in connection with the Merger. There are currently no outstanding shares of Marigold Non-Voting Common Stock, and Marigold will issue no shares of Marigold Non-Voting Common Stock following the execution and delivery hereof except pursuant to the exercise of conversion rights for Marigold Voting Common Stock specified in the Marigold articles of incorporation. In the event (i) any such conversion of Marigold Voting Common Stock into Marigold Non-Voting Common Stock shall occur prior to the Effective Time, shares of Company Class B Marigold Non-Voting Common Stock issued and that are outstanding immediately prior to the Initial Company Merger Effective Time and (ii) a Pre-Closing CVR Distribution has not occurred, shares of Marigold Voting Common Stock that are outstanding immediately prior to the Effective Time, in each case, which are held by any record holder shareholders who is entitled to demand and shall have properly demands demanded appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of for such shares in accordance with the VSCA to the extent entitled thereto (collectively, the “Dissenters’ Shares”), shall not be converted into or represent the right to receive the Marigold Merger Consideration, and the holders of such shares instead shall be entitled to receive payment of the appraised value of such shares held by them in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time VSCA; provided that all Appraisal Dissenters’ Shares held by shareholders who shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail have failed to perfect or who effectively shall have withdrawn or otherwise shall waive, withdraw or lose the right lost their rights to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock under the VSCA shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have becomebecome exchangeable, as of the Initial Company Merger Effective Time, for the right to receive, without any interest thereon, the Class B Marigold Merger Consideration. The Company shall deliver prompt notice to Parent Consideration upon surrender of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with Marigold Certificates in the opportunity to participate manner provided in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior Section 2.6 hereof that, immediately prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any evidenced such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parentshares.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any shares (the “Dissenting Shares”) of Company Class B Seller Common Stock that are issued and outstanding immediately prior to the Initial Company Merger Effective Time and that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant toSeller Stockholders who, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Appraisal SharesRights Provisions”), (i) have not voted in favor of adopting this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Stockholders”), will not be converted into the Merger Consideration, but at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, however, that all shares of Seller Common Stock held by Seller Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Seller Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been cancelled and to have been converted, as of the Effective Time, into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)relating thereto, but instead at without interest, in the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares manner provided in accordance with the provisions of Section 262 of the DGCL, Sections 3.1 and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and 3.2. (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL Seller shall be forfeited give Parent and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver Purchaser prompt notice to Parent of any demands received by Seller for the exercise of appraisal of any rights with respect to shares of Company Class B Seller Common Stock Stock, and Parent shall have the Company shall provide Parent with the opportunity right to participate in all negotiations and proceedings with respect to such demands for appraisal under the DGCL. Prior subject, prior to the Initial Company Merger Effective Time, the Company to consultation with Seller. Seller shall not, without except with the prior written consent of Parent, which consent shall not be unreasonably withheld, make any payment with respect to, or settle or offer to settle, any such demands. (c) Each Dissenting Stockholder who becomes entitled under the Appraisal Rights Provisions to payment for Dissenting Shares shall receive payment therefor after the Effective Time from the Surviving Corporation (but only after the amount thereof shall have been agreed upon or finally determined pursuant to the Appraisal Rights Provisions), or agree to do any and such shares of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights Seller Common Stock shall be paid in accordance with the DGCL by Parentcanceled.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal has not voted in favor of such shares pursuant to, the Merger or consented thereto in writing and who complies has demanded appraisal rights in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Appraisal Dissenting Shares”) ), shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of receive such consideration from the fair value Surviving Corporation as may be determined to be due in respect of such shares Dissenting Shares pursuant to the DGCL; provided, however, that any holder of Dissenting Shares who shall have failed to perfect or shall have withdrawn or lost his rights to appraisal of such Dissenting Shares, in accordance with each case under and to the provisions of Section 262 of extent provided in the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose forfeit the right to appraisal under Section 262 of such Dissenting Shares, and such Dissenting Shares shall be deemed to have been converted into the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled right to receive the Merger Consideration without interest. Notwithstanding anything to the relief provided by contrary contained in this Section 262 of 2.10, if the DGCLMerger is rescinded or abandoned, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder any stockholder to be paid the fair value of such holderstockholder’s Appraisal Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed with respect to have been converted into and to have become, as holders of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. Dissenting Shares. (b) The Company shall deliver give the Parent (i) prompt notice to Parent of any demands for appraisal appraisal, and any withdrawals of any shares of Company Class B Common Stock and such demands, received by the Company shall provide Parent with and any other related instruments served pursuant to the DGCL and received by the Company, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of the Parent, make any payment with respect toto any demands for appraisal or negotiate, offer to settle or settle or offer to settle, any such demands. (c) For the avoidance of doubt, or agree to do any of at the foregoing. Any amount payable to any holder of Appraisal Effective Time, the Dissenting Shares exercising appraisal rights shall no longer be outstanding, shall be paid canceled and shall cease to exist, and such Dissenting Shares shall thereafter represent only the rights set forth in accordance with the DGCL by Parentthis Section 2.10.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, any shares of Company Class B Common Stock issued that constitute Appraisal Shares shall not be converted into the right to receive the Merger Consideration, and each holder of Appraisal Shares shall be entitled only to receive such consideration as is determined to be due with respect to such Appraisal Shares pursuant to Section 262 of the DGCL. From and after the Effective Time, a holder of Appraisal Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If any holder of Appraisal Shares shall fail to perfect or shall otherwise waive, withdraw, or lose such holder’s right to appraisal under Section 262 of the DGCL, then (i) the right of such holder to be paid such consideration as is determined to be due pursuant to Section 262 of the DGCL shall cease, and (ii) such Appraisal Shares shall be deemed to have been converted as of the Effective Time into and have become exchangeable only for the right to receive (upon the surrender of the Company Stock Certificate(s) or Book Entry Shares previously representing such Appraisal Shares) the Merger Consideration, without interest and reduced by the amount of any withholding that is required under applicable Tax Law, in accordance with Section 3.5. (b) The Company (i) shall provide to Parent prompt notice of any written demand by any stockholder of the Company for appraisal of such holder’s shares of Company Common Stock, any written withdrawal of any such demand, and any other instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand and (ii) shall give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demand. The Company shall not, without the written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands for appraisal, or agree to any of the foregoing. (c) For purposes of this Agreement, “Appraisal Shares” shall refer to shares of Company Common Stock outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record a holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have becomeand, as of the Initial Company Merger Effective Time, the right have neither effectively withdrawn nor lost their rights to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for such appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal payment under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, any outstanding shares of Company Class B Clinigence Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder Persons who is entitled to demand have exercised and properly demands perfected appraisal of rights for such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares Clinigence Common Stock in accordance with the provisions of Section 262 of the DGCL, if such Section provides for appraisal rights for such shares in the Merger (“Dissenting Shares”), and at as of the Initial Company Merger Effective Time all Appraisal Shares have neither effectively withdrawn nor lost any right to such appraisal, shall no longer not be outstanding converted into or represent a right to receive a portion of the Merger Consideration or any other amounts payable under this ARTICLE 3 attributable to such Dissenting Shares. Such holders of Clinigence Common Stock (the “Dissenting Stockholders”) shall be entitled to receive payment of the appraised value of such shares of Clinigence Common Stock held by them in accordance with Section 262 of the DGCL, unless and shall automatically be canceled and cease until such Dissenting Stockholders fail to existperfect, except as effectively withdraw or otherwise set forth in this Section 3.6lose their appraisal rights under the DGCL. Notwithstanding the foregoing, if any such holder Dissenting Stockholder shall fail effectively withdraw or lose (through failure to perfect or otherwise shall waive, withdraw or lose otherwise) the right to appraisal under Section 262 appraisal, then as of the DGCL Effective Time or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right occurrence of such holder to event, whichever occurs later, such Dissenting Shares shall automatically be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, represent only the right to receivereceive a portion of the Merger Consideration and any other amounts payable under this ARTICLE 3, without interest thereon, upon surrender of the Class B Merger ConsiderationCertificate or Certificates representing such Dissenting Shares in accordance with Section 3.2. The Company Prior to the Effective Time, Clinigence shall deliver provide iGambit prompt notice to Parent of any written demands for appraisal or payment of the fair value of any shares of Company Class B Clinigence Common Stock Stock, the withdrawal of such demands and any other related instruments served pursuant to the Company DGCL and received by Clinigence. Prior to the Effective Time, Clinigence shall provide Parent with iGambit the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under or payment of the DGCLfair value of any shares of Clinigence Common Stock. Prior to the Initial Company Merger Effective Time, the Company Clinigence shall not, without except with the prior written consent of ParentiGambit, voluntarily make any payment with respect toto any demands for appraisal or payment of the fair value of any shares of Clinigence Common Stock, offer to settle or settle any such demands or offer to settle, approve any withdrawal of any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to as provided in Section 3.1(b)(ii2.01(c), but instead at the Initial Company Merger Effective Time such holder shall become the right be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL. At the Effective Time, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except as otherwise set forth the right to receive the fair value of such Appraisal Shares in this accordance with the provisions of Section 3.6262 of the DGCL. Notwithstanding the foregoing, if any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose loses the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share Shares shall thereafter be deemed to have been converted into at the Effective Time into, and to shall have become, as of the Initial Company Merger Effective Time, the right to receivereceive the Merger Consideration as provided in Section 2.01(c), without any interest thereon, the Class B Merger Consideration. The Company shall deliver give prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock Stock, withdrawals of such demands and any other instruments served pursuant to the Company DGCL received by the Company, and Parent shall provide Parent with have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of ParentParent (which consent shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, but only in the circumstances and to the extent provided by the Delaware Corporation Law, shares of Company Class B Common Stock issued and that are outstanding immediately prior to the Initial Company Merger Effective Time and that are held by any record holder Company Stockholders who is were entitled to but did not vote such shares in favor of the Merger (or who did not provide written consent to the Merger if approval was effected through written consent) and who shall have properly and timely delivered to the Company a written demand and properly demands for appraisal of such their shares pursuant to, and who complies of Company Common Stock in all respects with, the provisions of accordance with Section 262 of the DGCL Delaware Corporation Law (the “Appraisal "Dissenting Shares”") shall not be converted into the right to receive receive, or be exchangeable for, the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)Consideration. Instead, but instead at the Initial Company Merger Effective Time holders thereof shall become the right be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCLDelaware Corporation Law; provided, and at the Initial Company Merger Effective Time all Appraisal however, that (i) if any holder of Dissenting Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, subsequently withdraw or lose the right to appraisal under Section 262 its demand for payment of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Dissenting Shares under or (ii) if any holder fails to establish and perfect its entitlement to the relief provided in Section 262 of the DGCL Delaware Corporation Law, the rights and obligations of such holder to receive such fair value shall be forfeited terminate, and cease and each such Appraisal Share Dissenting Shares shall thereafter thereupon be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereonand to have become exchangeable for, as of the Effective Time, the Class B Merger Consideration. The Consideration in accordance with Section 3.2(a) hereof. (b) Within three (3) days prior to the Effective Time, the Company shall deliver prompt give Buyer written notice to Parent of any demands received by the Company for appraisal of any shares of Company Class B Common Stock and Dissenting Shares. Prior to the Closing, the Company shall provide Parent with the opportunity to participate in control all negotiations and proceedings with respect to such demands for appraisal under and on and after the DGCLClosing, Questor shall exercise such control. Prior to the Initial Company Merger Effective Time, the Company The Surviving Corporation shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable promptly pay to any holder of Dissenting Shares any and all amounts due and owing to such holder as a result of any settlement or determination by the Court of Chancery of the State of Delaware with respect to such demands. If, as a result of any such settlement or determination (i) any Company Stockholder is entitled to receive as payment for its Dissenting Shares an amount per share that exceeds the amount of the Merger Consideration (such excess over the amount of the Merger Consideration, the "Appraisal Reduction Amount"), then the number of Aggregate Merger Shares exercising appraisal rights shall be paid reduced by an amount equal to such Appraisal Reduction Amount (with each share of Buyer Class A Common Stock having a value equal to the amount of the Merger Consideration for purposes of this Section 3.8), and each Original Holder shall surrender to Buyer shares of Buyer Class A Common Stock for cancellation, in accordance each case representing such holder's pro rata share of the Appraisal Reduction Amount based on the percentage of the Aggregate Merger Shares received by such holder, or if such Original Holder has transferred any of its Original Shares, then such Original Holder shall pay in immediately available funds an amount equal to such holder's pro rata share of the Appraisal Reduction Amount, or (ii) any Company Stockholder is entitled to receive an amount per share that is less than the amount of the Merger Consideration (such decrease under the amount of the Merger Consideration, the "Appraisal Addition Amount"), then Buyer shall promptly pay to the Original Holders pro rata in cash an amount equal to the Appraisal Addition Amount multiplied by the aggregate number of Dissenting Shares subject to such Appraisal Addition Amount. The Company shall comply with the DGCL by Parentnotice provisions of Section 262 of the Delaware Corporation Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock that are issued and outstanding immediately prior to the Initial Company Merger Effective Time that and which are held by any record holder who a stockholder that did not vote in favor of the Merger (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the each, a “Appraisal SharesDissenting Stockholder”) ), shall not be converted into or be exchangeable for the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii(the “Dissenting Shares”), but instead at the Initial Company Merger Effective Time such holder shall become the right be entitled to payment of the fair value of receive such shares in accordance with the provisions of consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, DGCL (and at the Initial Company Merger Effective Time all Appraisal Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except as otherwise the rights set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL), then (a) unless such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have treated as if they had been converted into and to have become, as of the Initial Company Merger Effective Time, become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such share of Company Common Stock, in accordance with Section 2.1(c), without any interest thereon, the Class B Merger Consideration. The Company shall deliver give Parent (i) prompt notice to Parent of any written demands for appraisal of any shares of Company Class B Common Stock Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company shall provide Parent with relating to stockholders’ rights of appraisal, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demandsdemand for payment, or agree waive any failure to do timely deliver a written demand for appraisal or timely take any of the foregoing. Any amount payable other action to any holder of Appraisal Shares exercising perfect appraisal rights shall be paid in accordance with the DGCL by ParentDGCL. Any portion of the Merger Consideration made available to the Agent pursuant to Section 2.2 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)3.1, but instead at the Initial Company Merger Effective Time shall become the right entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except as otherwise set forth the right to receive the fair value of such Appraisal Shares in this accordance with the provisions of Section 3.6262 of the DGCL. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (ai) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (bii) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Effective Time, each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior The Company shall not settle, make any payments with respect to, or offer to settle, any claim with respect to the Initial Company Merger Effective Time, the Company shall not, Appraisal Shares without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)2.1, but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, DGCL and at the Initial Company Merger Effective Time Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL (including by reason of the fact that Parent Common Stock is listed on NASDAQ) or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (ai) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (bii) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Effective Time, each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement (a) In accordance with Sections 33-856 to 33-872 of the contraryCBCA (the “CBCA Appraisal Rights Provisions”), appraisal rights may be available to holders of shares of Company Class B Common Stock issued and outstanding immediately in connection with the Merger. (b) Notwithstanding anything to the contrary herein, any shares of Company Common Stock held of record by Persons who, prior to the Initial Company Special Meeting, have objected to the Merger Effective Time that are held by and complied with all applicable provisions of the CBCA Appraisal Rights Provisions necessary to perfect and maintain their appraisal rights thereunder (any record holder who is entitled to demand and properly demands appraisal of such shares pursuant toof Company Common Stock, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Dissenting Shares”) shall not be converted as of the Effective Time into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)Consideration, but instead at shall entitle the Initial Company Merger holder of such Dissenting Shares to such rights as may be available under the CBCA Appraisal Rights Provisions; provided, however, that if after the Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any (i) such holder shall fail fails to perfect perfect, withdraws or otherwise shall waive, withdraw loses such holder’s rights under the CBCA Appraisal Rights Provisions or lose the right to appraisal under Section 262 of the DGCL or (ii) a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLCBCA, then (a) such the shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of owned by such holder immediately prior to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL Effective Time shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have treated as if they had been converted into and to have become, as of the Initial Company Effective Time into the right to receive the Merger Consideration, without interest. (c) Prior to the Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver give Parent prompt written notice to Parent of its receipt of any demands for appraisal of any shares of Company Class B Common Stock if the Merger is effectuated, and Parent shall have the Company shall provide Parent with the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or offer to settle or offer to settle, any such demands. After the Effective Time, Parent shall pay, or agree shall cause the Surviving Corporation to do pay, any amounts that may become payable in respect of Dissenting Shares under the foregoing. Any amount payable to any holder of CBCA Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by ParentRights Provisions.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and that are outstanding immediately prior to the Initial Company Merger Effective Time and that are held by any record holder Person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262”) (such shares, “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to as provided in Section 3.1(b)(ii2.01(c), but instead instead, at the Initial Company Effective Time, by virtue of the Merger Effective Time and without any action on the part of the holder thereof, shall become be canceled and retired and shall cease to exist and shall represent the right to payment of the fair value of such shares in accordance with the provisions of receive only those rights provided under Section 262 of the DGCL262; provided, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to existhowever, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL262, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to receive those rights under and to be paid the fair value of such holder’s consideration as is determined pursuant to Section 262, shall cease and such Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective TimeTime into, and shall represent only the right to receive, without interest thereonthe Merger Consideration as provided in Section 2.01(c). If the Surviving Corporation makes any payment after the Effective Time with respect to Appraisal Shares to the holders thereof pursuant to such holders’ appraisal rights under Section 262, then any portion of the Class B Merger ConsiderationConsideration relating to such Appraisal Shares held in the Exchange Fund shall be delivered by the Paying Agent to the Surviving Corporation upon demand. The Company shall deliver give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Class B Common Stock Stock, any withdrawals of any such demands or any other instruments served pursuant to the DGCL and received by the Company relating to the rights of appraisal of the holders of shares of Company Common Stock, and Parent shall provide Parent with have the opportunity right to participate in and direct all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, or otherwise negotiate any such demands, or agree to do any of the foregoing. Any amount payable Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any holder demand for appraisal or offer to settle or settle any such demand that is not conditioned on consummation of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by ParentMerger.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii3.1(b)(i), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (ai) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (bii) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Effective Time, each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement contained herein to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) Dissenting Shares shall not be converted into the right to receive the Class B applicable Pro Rata Portion of the Merger Consideration payable pursuant to Section 3.1(b)(ii)Consideration, but shall instead at the Initial Company Merger Effective Time shall become be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to Delaware Law. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law, becomes entitled to payment of the fair value of thereunder for such shares shall receive payment therefor in accordance with Delaware Law (but only after the provisions of Section 262 value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receive the applicable Pro Rata Portion of the DGCLMerger Consideration as if such shares never had been Dissenting Shares, and Acquirer shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to existapplicable time or times specified in Section 1.4(a), except as otherwise following the satisfaction of the applicable conditions set forth in this Section 3.6. Notwithstanding 1.4(a), the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 applicable Pro Rata Portion of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) Merger Consideration as if such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have never had been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger ConsiderationDissenting Shares. The Company shall deliver give Acquirer (i) prompt notice to Parent of any demands for appraisal received by the Company, withdrawals of such demands, and any shares of Company Class B Common Stock other instruments served pursuant to Delaware Law and received by the Company shall provide Parent with and (ii) the opportunity right to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware Law. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of ParentAcquirer, or as otherwise required under Delaware Law, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demands, claim or agree demand in respect of any Dissenting Shares. The payout of consideration under this Agreement to do the Converting Holders (other than to holders of Dissenting Shares who shall be treated as provided in this Section 1.3(d) and under Delaware Law) shall not be affected by the exercise or potential exercise of appraisal rights or dissenters’ rights under Delaware Law by any other stockholder of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by ParentCompany.

Appraisal Rights. Notwithstanding anything in this Agreement In the case of any capital reorganization or ---------------- reclassification of the capital stock of the Company or any consolidation or merger of the Company with another Person (regardless of which entity is the surviving entity), or the sale of all or substantially all of its assets to any Person (a "TRANSACTION"), the contraryCompany shall, shares of Company Class B Common Stock issued and outstanding immediately not less than 20 days prior to the Initial Company Merger Effective Time that are meeting of stockholders to be held by any record holder who for the purpose of voting on such proposed Transaction (or, if no such meeting of stockholder is entitled to demand and properly demands appraisal be held, not less than 20 days prior to the consummation of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”Transaction) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled provide notice to the relief provided by Section 262 holder of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into this Warrant and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal holder of any shares of Company Class B Common Stock issued upon the exercise of this Warrant (a "HOLDER") of such proposed Transaction and all material terms thereof and stating that appraisal rights are available under this Section 12. Each Holder shall have the right to demand an appraisal of this Warrant or such shares of Common Stock, as the case may be, by delivering a demand therefor to the Company prior to the taking of the vote at such meeting of stockholders or consummation of such Transaction, as the case may be. Each Holder who has made such demand shall provide Parent be entitled to be paid cash by the Company or the entity surviving such Transaction, as applicable, for this Warrant or such shares of Common Stock, as the case may be, within 15 days after the consummation of such Transaction, in an amount equal to the fair market value of this Warrant or such shares of Common Stock, as the case may be, as determined by an independent investment banker (with an established national reputation as a valuer of equity securities) selected by the Company with the opportunity approval of such Holders, such fair market value to participate in be determined with regard to all negotiations and proceedings material relevant factors but without regard to any effects arising from the accomplishment of such Transaction. Any Holder accepting such payment shall not receive rights under Section 3H hereof with respect to demands for appraisal under the DGCL. Prior such Transaction or any consideration payable to the Initial Company Merger Effective Time, stockholders of the Company shall not, without the prior written consent of Parent, make any payment with respect toto such shares of Common Stock, as the case may be, but any Holder may withdraw such demand prior to the time such Holder accepts the payment under this Section 12 and accept such Holder's rights under Section 3H hereof or settle or offer to settlesuch consideration, any such demands, or agree to do any of as the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parentcase may be.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) Dissenting Shares shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to as provided in Section 3.1(b)(ii1.5(a)(i), but instead at rather, the Initial Company Merger Effective Time holders of Dissenting Shares shall become the right be entitled only to payment of the fair appraisal value of such shares Dissenting Shares in accordance with the provisions of Section 262 of the DGCLDGCL less any applicable Taxes required to be withheld in accordance with Section 1.9 with respect to such payment (and, and at the Initial Company Merger Effective Time all Appraisal Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except as otherwise set forth the right to receive the appraisal value of such Dissenting Shares in this accordance with the provisions of Section 3.6. Notwithstanding 262 of the foregoingDGCL); provided, that, if any such holder of Dissenting Shares shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under and to the extent set forth in and in accordance with Section 262 of the DGCL (whether occurring before, at or a court of competent jurisdiction shall determine that such holder is not entitled to after the relief provided by Section 262 of the DGCLEffective Time), then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Dissenting Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share Dissenting Shares shall thereafter be deemed to have been converted into as of the Effective Time into, and to have become, as of the Initial Company Merger Effective Timebecome exchangeable solely for, the right to receive, receive the Merger Consideration (without interest thereon) as provided in Section 1.5(a)(i), the Class B Merger Consideration. and such shares shall not be deemed to be Dissenting Shares. (b) The Company shall deliver give Parent: (i) prompt written notice of (A) any written demand for appraisal received by the Company prior to Parent the Effective Time pursuant to the DGCL or any other written communication with the Company that relates to a demand for appraisal or payment with respect to Dissenting Shares; (B) any withdrawal or attempted withdrawal of any demands for appraisal of such demand; and (C) any shares of Company Class B Common Stock and other demand, notice or instrument delivered to the Company shall provide Parent prior to the Effective Time pursuant to the DGCL with respect to the exercise or purported exercise of appraisal rights; and (ii) the opportunity to participate in in, at Parent’s election and expense, all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand, notice or instrument. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, conditioned or delayed), make any payment or settlement offer or settle any such demands prior to the Effective Time with respect to, or settle or offer to settle, any such demandsdemand, notice or agree to do any instrument. Each holder of Dissenting Shares who becomes entitled under Section 262 of the foregoingDGCL to receive payment of the “fair value” for such holder’s shares shall receive such payment therefor from the Surviving Corporation after giving effect to any withholdings received by applicable Law (but only after the amount thereof shall have been finally determined pursuant to the DGCL), and such shares shall be retired and cancelled as of the Effective Time. Any amount payable payments required to any be made with respect to the Dissenting Shares shall be made by Parent or the Surviving Corporation or, if the Payment Fund is being administered by the Payment Agent at such time, the Payment Agent, and the aggregate Merger Consideration (and, if applicable, the Payment Fund) shall be reduced, on a dollar for dollar basis, as if the holder of Appraisal such Dissenting Shares exercising appraisal rights shall be paid in accordance with had not been a stockholder on the DGCL by ParentClosing Date.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) Dissenting Shares shall not be converted into the right to receive the Class B applicable portion of the Merger Consideration payable pursuant to Section 3.1(b)(ii)Consideration, but shall instead at the Initial Company Merger Effective Time shall become be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to the Delaware Law. Each holder of Dissenting Shares who, pursuant to the Delaware Law, becomes entitled to payment of the fair value of thereunder for such shares shall receive payment therefor in accordance with the provisions of Section 262 of Delaware Law (but only after the DGCLvalue therefor shall have been agreed upon or finally determined pursuant to such provisions). If, and at after the Initial Company Merger Effective Time all Appraisal Time, any Dissenting Shares shall no longer be outstanding and shall automatically be canceled and cease to existlose their status as Dissenting Shares, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if then any such holder shares shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter immediately be deemed to have been converted at the Effective Time into and to have become, as of the Initial Company Merger Effective Time, the right to receivereceive the applicable portion of the Merger Consideration in respect of such shares as if such shares never had been Dissenting Shares, without interest thereonand Acquirer shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.4(a), following the satisfaction of the applicable conditions set forth in Section 1.4(a), the Class B applicable portion of the Merger ConsiderationConsideration as if such shares never had been Dissenting Shares. The Company shall deliver provide to Acquirer prompt notice to Parent of any demands for appraisal or purchase received by the Company, withdrawals of such demands and any shares of Company Class B Common Stock other instruments related to such demands served pursuant to the Delaware Law and received by the Company Company, and Acquirer shall provide Parent with have the opportunity right to participate in direct all negotiations and proceedings with respect to such demands for appraisal under the DGCLDelaware Law. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of ParentAcquirer, or as otherwise required under the Delaware Law, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demandsclaim or demand in respect of any Dissenting Shares. Subject to Section 8.2, the payout of consideration under this Agreement to the Company Stockholders (other than in respect of Dissenting Shares, which shall be treated as provided in this Section 1.3(g) and under the Delaware Law) shall not be affected by the exercise or agree to do any potential exercise of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with under the DGCL Delaware Law by Parentany other Company Stockholder.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock that are issued and outstanding immediately prior to the Initial Company Merger Effective Time that which are held by any record holder a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who (a) is entitled to demand and properly demands appraisal of such shares pursuant to, to and who (b) complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Dissenting Stockholder Shares”, and each stockholder holding Dissenting Stockholder Shares, a “Dissenting Stockholder”) shall not be converted into or be exchangeable for the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)Consideration, but instead at the Initial Company Merger Effective Time such Dissenting Stockholder shall become the right be entitled to payment of the fair value of receive such shares in accordance with the provisions of consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, DGCL (and at the Initial Company Merger Effective Time all Appraisal Time, such Dissenting Stockholder Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any rights with respect thereto, except as otherwise the rights set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL), then (a) unless and until such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Dissenting Stockholder’s shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have treated as if they had been converted into and to have become, as of the Initial Company Merger Effective Time, become exchangeable for the right to receive, without interest thereonas of the Effective Time, the Class B Merger ConsiderationConsideration for each such share of Company Common Stock, in accordance with Section 2.01, without any interest thereon and less any applicable withholding taxes. The Company shall deliver give Parent (i) prompt notice to Parent of any written demands for appraisal of any shares of Company Class B Common Stock Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company shall provide Parent with relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, to any such demands for appraisal of any shares or settle or offer to settle, settle any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, shares of Company Class B Common Stock issued and any Shares outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder a stockholder (a “Dissenting Stockholder”) who has neither voted in favor of the adoption of this Agreement nor consented thereto in writing and who is entitled to demand and properly demands appraisal of for such shares pursuant to, Shares and who complies otherwise properly perfects and does not withdraw or lose his or her rights (the “Dissenting Shares”) in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into into, or represent the right to receive, the Merger Consideration. Such Dissenting Stockholders shall be entitled to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair appraised value of such shares Dissenting Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or lost their rights to appraisal of such Dissenting Shares pursuant to Section 262 of the DGCLshall thereupon be deemed to have been converted into, and at represent the Initial Company right to receive, the Merger Effective Time all Appraisal Shares Consideration in the manner provided in Article III and shall no longer be outstanding and shall automatically be canceled and cease Excluded Shares. Notwithstanding anything to exist, except as otherwise set forth the contrary contained in this Section 3.6. Notwithstanding the foregoing3.3, if any such holder shall fail to perfect the Merger is rescinded or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLabandoned, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder any stockholder to be paid the fair value of such holderstockholder’s Appraisal Dissenting Shares under pursuant to Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Considerationcease. The Company shall deliver give Parent prompt notice to Parent of any written demands for appraisal appraisal, attempted withdrawals of such demands, and any shares of Company Class B Common Stock and other instruments served pursuant to applicable Law received by the Company relating to stockholders’ rights of appraisal. The Company shall provide give Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of Parent, make any payment with respect toto any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or offer to settle, approve any withdrawal or other treatment of any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued Stock, if any, as to which the holder thereof shall have (i) properly demanded appraisal and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, otherwise complied with the provisions of Section 262 of the DGCL (the “Appraisal SharesSection 262”) and (ii) not effectively withdrawn or lost such holder’s rights to appraisal (each, a “Dissenting Share”), shall not be converted into the right to receive the Class B Merger Consideration and other amounts payable pursuant to Section 3.1(b)(ii)2.1 and Section 2.2, but instead at the Initial Company Merger Effective Time shall become the right entitled only to payment of the fair value of such shares of Company Common Stock determined in accordance with the provisions of Section 262 of the DGCL, (it being understood and acknowledged that at the Initial Company Merger Effective Time all Appraisal Time, such Dissenting Shares shall no longer be outstanding and outstanding, shall automatically be canceled cancelled and shall cease to exist, except and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares as otherwise set forth determined in this accordance with Section 3.6. Notwithstanding the foregoing262); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal payment of the fair value of such Dissenting Shares under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL262, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Dissenting Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share Dissenting Shares shall thereafter be deemed to have been converted into as of the Effective Time into, and to have become, as of the Initial Company Merger Effective Time, become exchangeable solely for the right to receive, without interest thereonor duplication, the Class B Merger Consideration. Consideration and other amounts payable pursuant to Section 2.1 and Section 2.2. (b) The Company shall deliver give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Class B Common Stock Stock, of any withdrawals of such demands and of any other instruments served and received by the Company under Section 262, and Parent shall provide Parent with have the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, any shares of Company Class B Common Capital Stock that are issued and outstanding immediately prior to the Initial Company Merger Effective Time and in respect of which appraisal rights shall have been perfected, and not waived, withdrawn or lost, in accordance with the DGCL in connection with the Merger and that are held owned by any record a holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of with Section 262 of the DGCL (the such shares, “Appraisal Dissenting Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)applicable portion of the Closing Payment Shares, but shall instead at the Initial Company Merger Effective Time shall become be converted into the right to payment of the fair value of receive such shares in accordance consideration as may be determined to be due with the provisions of Section 262 of respect to any such Dissenting Shares pursuant to the DGCL. At the Effective Time, and at the Initial Company Merger Effective Time (a) all Appraisal Dissenting Shares shall no longer be outstanding and shall automatically be canceled cancelled, extinguished and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares exist and (b) the holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under the DGCL. Each holder of Dissenting Shares who, pursuant to the DGCL, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the DGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then any such shares shall immediately be deemed to have converted at the Effective Time into the right to receive the applicable portion of the Closing Payment Shares (upon the terms and conditions of this Agreement) in respect of such shares as if such shares never had been Dissenting Shares, and Parent shall issue and deliver (or cause to be issued and delivered) to the holder thereof, following the satisfaction of the applicable conditions set forth in this Agreement, the applicable portion of the Closing Payment Shares as if such shares never had been Dissenting Shares. The Company shall give Parent prompt written notice (and in any event within two (2) Business Days) of any demands received by the Company for appraisal of shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of such holder’s Appraisal Shares under Section 262 of Dissenting Shares, and Parent shall have the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed right to have been converted into and to have becomeparticipate in and, as of following the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, neither the Company shall notnor Parent shall, without except with the prior written consent of Parentthe other party (in its sole discretion), or as otherwise required under the DGCL, (i) make any payment or offer to make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsclaim or demand in respect of any Dissenting Shares., (ii) waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL or (iii) agree or commit to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary other than Section 2.07(b), any shares of Company Class B Endwave Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder an Endwave Stockholder who is entitled to demand has demanded and properly demands perfected appraisal of rights for such shares pursuant toin accordance with Delaware Law and who, and who complies in all respects with, the provisions of Section 262 as of the DGCL Effective Time, has not effectively withdrawn or lost such appraisal rights (the “Appraisal Dissenting Shares”) ), shall not be converted into or represent a right to receive Merger Consideration pursuant to Section 2.01, but instead shall be converted into the right to receive only such consideration as may be determined to be due with respect to such Dissenting Shares under the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment laws of the fair value State of such shares in accordance with Delaware. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. (b) Notwithstanding the provisions of Section 262 2.01(a), if any Endwave Stockholder who demands appraisal of such shares under Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the DGCL, and at later of the Initial Company Merger Effective Time all Appraisal Shares and the occurrence of such event, such Endwave Stockholder’s shares shall no longer be outstanding Dissenting Shares and shall automatically be canceled converted into and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose represent only the right to appraisal under receive the Merger Consideration as provided in Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive2.01(a), without interest thereon, upon surrender of the Class B Merger Consideration. The Company certificate representing such shares pursuant to Section 2.04. (c) Endwave shall deliver give GigOptix (i) prompt notice to Parent of any written demands for appraisal of any shares of Company Class B Endwave Common Stock Stock, withdrawals of such demands, and the Company shall provide Parent with any other instruments served pursuant to Delaware Law and received by Endwave which relate to any such demand for appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under the DGCLDelaware Law. Prior to the Initial Company Merger Effective Time, the Company Endwave shall not, without except with the prior written consent of ParentGigOptix, voluntarily make any payment with respect to, or settle to any demands for appraisal of Endwave Common Stock or offer to settle, settle or settle any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, including Section 2.01, shares of Company Class B Common Series A Preferred Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are (other than shares of Company Series A Preferred Stock cancelled in accordance with Section 2.01(b)(i)(2)) and held by any record a holder who is entitled to demand and has properly demands exercised appraisal rights of such shares pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (such shares of Company Series A Preferred Stock being referred to collectively as the “Appraisal Dissenting Shares”” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into the a right to receive the Class B Preferred Merger Consideration payable pursuant to Section 3.1(b)(ii)Consideration, but instead at the Initial Company Merger Effective Time shall become the right be entitled to payment of the fair value of only such shares in accordance with the provisions of rights as are granted by Section 262 of the DGCL; provided, and at however, that if, after the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to existTime, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail fails to perfect perfect, waives, withdraws, or otherwise shall waive, withdraw or lose the loses such holder’s right to appraisal under pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Series A Preferred Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have treated as if they had been converted into and to have become, as of the Initial Company Merger Effective Time, Time into the right to receivereceive the Preferred Merger Consideration in accordance with Section 2.01(b)(ii)(2), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the Class B Merger Considerationcase may be. The Company shall deliver provide Parent and Holdco prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Class B Common Stock Series A Preferred Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand, and Parent and Holdco shall provide Parent with have the opportunity and right to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company shall not, without Except with the prior written consent of ParentParent and Holdco, the Company shall not make any payment with respect to, or settle settle, or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement In accordance with Section 262 of the DGCL, no appraisal rights shall be available to the contrary, shares holders of Company Class B Common Stock Shares in connection with the Merger. Holders of Company Money Market Preferred Shares which are issued and outstanding immediately prior to the Initial Company Merger Effective Time that and which are held by any record a holder who is has not voted those shares in favor of the approval and adoption of this Agreement, who shall have delivered a written demand for appraisal of those shares in accordance with the DGCL and who, as of the Effective Time, shall not have effectively withdrawn or lost this right to appraisal (the "Dissenting Shares") shall be entitled to demand and properly demands appraisal those rights (but only those rights) as are granted by Section 262 of such shares the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for those Dissenting Shares pursuant to, and who complies in all respects with, the provisions of to Section 262 of the DGCL (shall receive payment from the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares Surviving Corporation in accordance with the provisions DGCL; provided, however, that (i) if any holder of Dissenting Shares shall have failed to establish their entitlement to appraisal rights as provided in Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal (ii) if any holder of Dissenting Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding have effectively withdrawn the foregoing, if any such holder shall fail to perfect holder's demand for appraisal of the holder's shares or otherwise shall waive, withdraw or lose lost the holder's right to appraisal and payment for the holder's shares under Section 262 of the DGCL or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a court petition demanding a determination of competent jurisdiction shall determine that such holder is not entitled to the relief value of all Dissenting Shares within the time provided by in Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock the holder shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, forfeit the right to receive, without interest thereon, the Class B Merger Considerationappraisal of those Dissenting Shares and each Dissenting Share shall be exchanged pursuant to Section 1.2.3 of this Agreement. The Company shall deliver give Parent prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Class B Common Stock Money Market Preferred Shares and Parent shall have the Company shall provide Parent with the opportunity right to participate in conduct all negotiations and proceedings with respect to demands for appraisal under the DGCLthose demands. Prior to the Initial Company Merger Effective Time, Any and all amounts paid by the Company shall not, without the prior written consent to holders of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Dissenting Shares exercising appraisal rights shall be paid by the Company solely out of cash of its own on hand or out of its own borrowings. In no event shall the Parent or its Affiliates provide directly or indirectly any funds to the Company in accordance with respect of payments to holders of Dissenting Shares or the DGCL by Parentrepayment of any of these borrowings.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal SharesSection 262”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to as provided in Section 3.1(b)(ii3.01(c), but instead at the Initial Company Merger Effective Time such holder shall become the right be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of 262. At the DGCLEffective Time, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except as otherwise set forth the right to receive the fair value of such shares in this accordance with the provisions of Section 3.6262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief appraisal as provided by Section 262 of the DGCL262, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share Shares shall thereafter be deemed to have been converted into at the Effective Time into, and to shall have become, as of the Initial Company Merger Effective Time, the right to receivereceive the Merger Consideration as provided in Section 3.01(c), without interest thereon, the Class B Merger Considerationinterest. The Company shall deliver give prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock Stock, withdrawals of any such demands and any other related instruments served pursuant to the Company DGCL received by the Company, and Parent shall provide Parent with have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record as to which the holder who is entitled to demand and properly demands appraisal of such shares pursuant toshall have (i) not voted in favor of the Merger nor consented thereto in writing, and who complies in all respects with, (ii) properly complied with the provisions of Section 262 of the DGCL (the “Section 262”) as to appraisal rights and (iii) not effectively withdrawn or lost their rights to appraisal (each, an “Appraisal SharesShare”) ), if any, shall not be converted into the Merger Consideration as provided in this Section 2.01, but rather the holders of Appraisal Shares shall be entitled to payment, solely from the Surviving Corporation, of the appraisal value of such Appraisal Shares to the extent permitted by and in accordance with Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair appraisal value of such shares Appraisal Shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6262. Notwithstanding the foregoing, if (A) any such holder shall fail of Appraisal Shares (1) under the circumstances permitted by and in accordance with the DGCL, fails to perfect or otherwise shall waive, withdraw or lose (through failure to perfect or otherwise) the right to dissent or its right to appraisal under Section 262 of 262, (2) fails to establish his entitlement to appraisal rights as provided in the DGCL or (3) fails to take any action the consequence of which is that such holder is not entitled to payment for his shares under the DGCL or (B) a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by appraisal under Section 262 of the DGCL262, then (a) such holder shall forfeit the right to appraisal of such shares of Company Class B Common Stock and such shares of Company Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right such shares of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL Company Common Stock shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into as of the Effective Time into, and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, receive the Class B Merger ConsiderationConsideration as provided in this Section 2.01. The Company shall deliver give reasonably prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Class B Common Stock Stock, withdrawals of such demands and any other notices pursuant to Section 262 received by the Company. Parent shall have the right to participate with the Company shall provide Parent in and, prior to the Effective Time, in consultation with the opportunity to participate in Company, direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of ParentParent (which shall not be unreasonably withheld, delayed or conditioned), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares ("Appraisal Shares") of Company Class B Common Stock or Company Preferred Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”"Section 262") shall not be converted into the right to receive the Class B Merger Consideration consideration payable pursuant to as provided in Section 3.1(b)(ii2.01(c), but instead at the Initial Company Merger Effective Time such holder shall become the right be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 262. As of the DGCLEffective Time, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except as otherwise set forth the right to receive the fair value of such Appraisal Shares in this accordance with the provisions of Section 3.6262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL262, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 of the DGCL shall be forfeited cease to exist and cease and each such Appraisal Share Shares shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective TimeTime into, and shall have become, the right to receivereceive the Common Stock Merger Consideration or the Preferred Stock Merger Consideration as provided in Section 2.01(c), without interest thereon, as the Class B Merger Considerationcase may be. The Company shall deliver serve prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock or Company Preferred Stock, and Parent shall have the Company shall provide Parent with the opportunity right to participate in and, subject to applicable Law, direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, None of the Company shall notand its Subsidiaries shall, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement No Company Stockholder who has validly exercised and perfected its appraisal rights pursuant to NRS 92A.300 et seq. of the BCA (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Stockholder Merger Consideration with respect to the contrary, Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the BCA. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in NRS 92A.300 et seq. of the BCA with respect to the Dissenting Shares owned by such Dissenting Stockholder. Such Company Stockholders shall be entitled to receive payment of the appraised value of such shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder them in accordance with the BCA, unless and until such Company Stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the BCA. All Dissenting Shares held by Company Stockholders who is entitled shall have failed to demand and properly demands perfect or who effectively shall have effectively withdrawn or lost their right to appraisal of such shares pursuant toof Company Common Stock under the BCA (whether occurring before, and who complies in all respects with, at or after the provisions of Section 262 of the DGCL (the “Appraisal Shares”Effective Time) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been be converted into and to have becomebecome exchangeable for, as of the Initial Company Merger Effective Time, the right to receivereceive the Stockholder Merger Consideration, without interest thereoninterest, attributable to such Dissenting Shares upon their surrender in the Class B Merger Considerationmanner provided in Section 1.10. The Company shall deliver give the Purchaser prompt notice to Parent of any written demands for appraisal appraisal, attempted withdrawals of such demands, and any shares other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of Company Class B Common Stock and appraisal; provided that the Company shall provide Parent with the opportunity to participate in direct all negotiations and proceedings with respect to demands demand for appraisal under the DGCLBCA. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of Parentthe Purchaser, voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle any such demands or offer to settle, approve any withdrawal of any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Hygeia Stock and Canterbury Units (the “Securities”) that are issued and outstanding immediately prior to the Initial Company Merger Effective Time that and which are held by any record holder a Hygeia Stockholder or Canterbury Holder, as the case may be, who did not vote in favor of the applicable Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares Securities pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL or DLLCA (the “Appraisal SharesDissenting Holders”) ), shall not be converted into or be exchangeable for the right to receive the Class B applicable Merger Consideration payable pursuant to Section 3.1(b)(ii)Consideration, but instead at the Initial Company Merger Effective Time such Holder shall become the right be entitled to payment of the fair value of such shares Securities (the “Dissenting Securities”) in accordance with the provisions of Section 262 of the DGCL, DGCL or DLLCA (and at the Initial Company Merger Effective Time all Appraisal Shares Time, such Dissenting Securities shall no longer be outstanding and shall automatically be canceled and shall cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any and such holder shall fail cease to perfect or otherwise shall waivehave any rights with respect thereto, withdraw or lose except the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid receive the fair value of such holder’s Appraisal Shares under Section 262 Dissenting Securities in accordance with the provisions of the DGCL or DLLCA, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL or DLLCA. If any Dissenting Holder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Holder’s Securities shall thereupon be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have treated as if they had been converted into and to have become, as of the Initial Company Merger Effective Time, become exchangeable for the right to receive, as of the Effective Time, the applicable Merger Consideration for such Securities without any interest thereon, the Class B Merger Consideration. The Company Each of Hygeia and Canterbury shall deliver give Stratus: (i) prompt notice to Parent of any written demands for appraisal attempted withdrawals of such demands and any shares of Company Class B Common Stock other instruments served pursuant to the DGCL or DLLCA, and the Company shall provide Parent with (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLDGCL or DLLCA. Prior to the Initial Company Merger Effective TimeNeither Hygeia nor Canterbury, the Company shall not, without except with the prior written consent of ParentStratus, shall voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parentdemand for payment.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company First Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii3.1(b)(i), but instead at the Initial Company First Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company First Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (ai) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (bii) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the First Merger Effective Time, each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company First Merger Effective Time, the right to receive, without interest thereon, the Class B Merger ConsiderationConsideration in accordance with Section 3.1(b)(i) and Section 3.4. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock received by the Company and the Company shall provide Parent with the opportunity to participate in and direct all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company First Merger Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, shares of Company Class B Common Stock issued and that are outstanding immediately prior to the Initial Company Merger Effective Time and that are held by any record holder stockholders of the Company who is entitled to demand and properly demands appraisal shall have neither voted in favor of such shares pursuant to, the Merger nor consented thereto in writing and who complies shall have demanded properly in all respects with, the provisions of writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL (and otherwise complied with all of the “Appraisal Shares”) provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into into, and such stockholders shall have no right to receive, the Per Share Merger Consideration or the contingent right to receive any portion of the Merger Consideration Earnout Shares, unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive (i) the Class B Per Share Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.01(a)(i), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock, and a portion of the Merger Consideration Earnout Shares if, as and when payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and 3.07. (b) Prior to the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective TimeClosing, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver give GigCapital5 (i) prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and received by the Company shall provide Parent with and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of ParentGigCapital5 (which consent shall not be unreasonably withheld), make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock Shares and Series D-1 Shares that are issued and outstanding immediately prior to the Initial Company Merger Effective Time that and which are held by any record holder a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the each, a “Appraisal SharesDissenting Stockholder”) ), shall not be converted into or be exchangeable for the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(iitherefor (the “Dissenting Shares”), but instead at the Initial Company Merger Effective Time such Dissenting Stockholder shall become the right be entitled to payment of the fair value of such shares Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, DGCL (and at the Initial Company Merger Effective Time all Appraisal Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such Dissenting Stockholder shall cease to have any rights with respect thereto, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 receive the fair value of such Dissenting Shares in accordance with the DGCL or a court provisions of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL), then (a) unless and until such shares of Company Class B Common Stock Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Dissenting Stockholder’s Shares shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have treated as if they had been converted into and to have become, as of the Initial Company Merger Effective Time, become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share or Series D-1 Share, in accordance with Section 2.7(c), without any interest thereon, the Class B Merger Consideration. The Company shall deliver give Parent (i) prompt notice to Parent of any written demands for appraisal of any shares Shares or Series D-1 Shares, attempted withdrawals of Company Class B Common Stock such demands and any other instruments served pursuant to the DGCL and received by the Company shall provide Parent with relating to stockholders’ rights of appraisal, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of ParentParent or as otherwise required by an order, decree, ruling or injunction of a court of competent jurisdiction, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to as provided in Section 3.1(b)(ii3.01(c), but instead at the Initial Company Merger Effective Time such holder shall become the right be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL. At the Effective Time, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except as otherwise set forth the right to receive the fair value of such Appraisal Shares in this accordance with the provisions of Section 3.6262 of the DGCL. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share Shares shall thereafter be deemed to have been converted into at the Effective Time into, and to shall have become, as of the Initial Company Merger Effective Time, the right to receivereceive the Merger Consideration as provided in Section 3.01(c), without any interest thereon, the Class B Merger Consideration. The Company shall deliver give prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock or written threats thereof, withdrawals of such demands and any other instruments served pursuant to the Company DGCL received by the Company, and Parent shall provide Parent with have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of ParentParent (which consent shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock Shares issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder or beneficial owner who is entitled to demand and properly demands appraisal fair value of such shares Shares (the “Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 the PAC, including compliance with Subchapter D of Chapter 15 of the DGCL PAC (the “Appraisal SharesSubchapter D”) ), shall not be converted into the right to receive the Class B Closing Per Share Merger Consideration payable pursuant to and other amounts as provided in Section 3.1(b)(ii2.6(b), but instead at the Initial Company Merger Effective Time such holder or beneficial owner shall become the right be entitled to payment of the fair value of such shares Appraisal Shares in accordance with Subchapter D. At the provisions of Section 262 of Effective Time, the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder or beneficial owner of Appraisal Shares shall cease to have any rights with respect thereto, except as otherwise set forth the right to receive the fair value of such shares in this Section 3.6. accordance with Subchapter D. Notwithstanding the foregoing, if any such holder or beneficial owner of Appraisal Shares shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal dissenter rights under Section 262 of the DGCL Subchapter D or a court of competent jurisdiction shall determine that such holder or beneficial owner is not entitled to the relief provided by Section 262 of the DGCLSubchapter D, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder or beneficial owner to be paid the fair value of such holder’s or beneficial owner’s Appraisal Shares under Section 262 of the DGCL Subchapter D shall be forfeited and cease and each such Appraisal Share Shares shall thereafter be deemed to have been converted into at the Effective Time into, and to shall have become, as of the Initial Company Merger Effective Time, the right to receivereceive the Closing Per Share Merger Consideration and other amounts as provided in Section 2.6(b), without interest thereon, the Class B Merger Consideration. The Company shall deliver give prompt notice to Parent of any demands for appraisal fair value of any shares Shares, withdrawals of such demands and any other instruments served pursuant to the PAC and received by the Company Class B Common Stock prior to the Effective Time, and Parent and the Company shall provide Parent with the opportunity to jointly participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, Neither Parent nor the Company shall notshall, without except with the prior written consent of Parentthe other, make any payment with respect to, or settle or offer to settle, any such demands or approve any withdrawal of such demands. Notwithstanding anything to the contrary contained herein, no Shareholder shall have any right to demand fair value or agree to do any seek appraisal of Shares if such right is not expressly provided for as a result of the foregoingMerger under Subchapter D, including after giving full effect to the exemptions set forth in Section 1571(b) of the PAC, and nothing in this Agreement is intended to confer any such right in circumstances where it is otherwise not so required. Any amount payable For the avoidance of doubt, (i) no action has been taken by the Company Board to any holder grant appraisal or dissenters rights in connection with the transactions contemplated by this Agreement pursuant to Section 1571(c) of Appraisal Shares exercising appraisal rights the PAC, and (ii) Parent shall be paid in accordance with solely responsible for payment of the DGCL by Parentfair value of any Appraisal Shares, subject to Section 9.2(f).

Appraisal Rights. Notwithstanding anything in this Agreement No appraisal rights are available to the contraryholders of Shares in connection with the Offer. If the Merger is completed, shares appraisal rights will be available in connection with the Merger as further described below, but, Table of Company Class B Common Stock issued Contents although the availability of appraisal rights depends on the Merger being completed, stockholders who wish to exercise such appraisal rights must do so no later than the time of the consummation of the Offer, even though the Merger will not have been completed as of such time. If the Merger is completed, the holders of Shares who (i) did not tender their Shares in the Offer; (ii) followed the procedures set forth in Section 262 to exercise and outstanding immediately prior perfect their appraised demand; and (iii) do not thereafter lose their appraisal rights (by withdrawal, failure to perfect or otherwise), in each case in accordance with the Initial Company Merger Effective Time that are held by any record holder who is DGCL, will be entitled to demand have their Shares appraised by the Delaware Court of Chancery and properly demands appraisal receive payment of the “fair value” of such shares pursuant Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, as determined by such court. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. The “fair value” of any Shares could be based upon considerations other than, or in addition to, the price paid in the Offer and who complies in all respects withthe market value of such Shares. Moreover, the provisions “fair value” so determined could be higher or lower than, or the same as, the Offer Price. Moreover, we may argue in an appraisal proceeding that, for purposes of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)such proceeding, but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such Shares is less than the Offer Price. Section 262 provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger or the surviving corporation within ten days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in accordance such notice a copy of Section 262. The Schedule 14D-9 constitutes the formal notice by the Company to its stockholders of appraisal rights in connection with the provisions of Merger under Section 262 of the DGCL, and at . As described more fully in the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoingSchedule 14D-9, if any such holder shall fail a stockholder wishes to perfect or otherwise shall waive, withdraw or lose the right elect to exercise appraisal rights under Section 262 in connection with the Merger, such stockholder must do all of the DGCL or a court following: • within the later of competent jurisdiction shall determine that such holder is not entitled the consummation of the Offer and twenty days after the date of mailing of the formal notice of appraisal rights, deliver to the relief provided Company a written demand for appraisal of Shares held, which demand must reasonably inform the Company of the identity of the stockholder and that the stockholder is demanding appraisal; • not tender such stockholder’s Shares in the Offer; and • continuously hold of record the Shares from the date on which the written demand for appraisal is made through the Effective Time. The foregoing summary of the appraisal rights of stockholders under the DGCL does not purport to be a complete statement of the procedures to be followed by the stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 262. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL, then (a) such shares . A copy of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of is included as Xxxxx XXX to the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger ConsiderationSchedule 14D-9. The Company shall deliver prompt notice to Parent of any demands information provided above is for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings informational purposes only with respect to demands for your alternatives if the Merger is completed. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal under rights with respect to your Shares, but, instead, upon the DGCL. Prior terms and subject to the Initial Company Merger Effective Timeconditions to the Offer, you will receive the Company shall not, without the prior written consent Offer Price for your Shares. Table of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.Contents

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record as to which the holder who is entitled to demand and properly demands appraisal of such shares pursuant toshall have (i) not voted in favor of the Merger nor consented thereto in writing, and who complies in all respects with, (ii) properly complied with the provisions of Section 262 of the DGCL (the “Section 262”) as to appraisal rights and (iii) not effectively withdrawn or lost such holder’s rights to appraisal (each, an “Appraisal SharesShare”) ), if any, shall not be converted into the right to receive the Class B Per Share Merger Consideration payable pursuant to Section 3.1(b)(ii)1.5, but instead at the Initial Company Merger Effective Time shall become the right to payment payment, solely from the Surviving Corporation, of the fair value of such shares in accordance with the provisions of Section 262 of 262. At the DGCLEffective Time, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail (A) fails to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 262, (B) fails to establish his entitlement to appraisal rights as provided in the DGCL, or (C) fails to take any action the consequence of which is that such holder is not entitled to payment for his shares under the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL262, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each of such holder’s Appraisal Share Shares shall thereafter be deemed to have been converted into at the Effective Time into, and to shall have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Per Share Merger ConsiderationConsideration and the Surviving Corporation shall remain liable for payment of the Per Share Merger Consideration for such Appraisal Shares. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, not voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any shares of Company Class B Common the Selling Companies Stock that are issued and outstanding immediately prior to the Initial Company Merger applicable Effective Time and that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant toStockholders who, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”) (i) have not consented in the respective Stockholder Written Consent to adopt and approve this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, and (iii) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (collectively, the “Dissenting Shares”) shall ), will not be converted as described in Sections 3.2, 3.3, 3.4 and 3.5, as applicable, but at the applicable Effective Time, by virtue of the applicable Merger and without any action on the part of the holder thereof, shall be cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, however, that all shares of Selling Companies Stock held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Selling Companies Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been canceled and to have been converted, as of the applicable Effective Time, into the right to receive the Class B Merger Consideration payable pursuant relating thereto, without interest, in the manner provided in Sections 3.2, 3.3, 3.4 or 3.5 as applicable. Persons who have perfected statutory rights with respect to Section 3.1(b)(ii), but instead at Dissenting Shares (the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer “Dissenting Stockholders”) as aforesaid will not be outstanding and shall automatically be canceled and cease to exist, except paid as otherwise set forth provided in this Section 3.6. Notwithstanding the foregoing, if any Agreement and will have only such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief rights as are provided by Section 262 of the DGCL, then (a) Appraisal Rights Provisions with respect to such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and Dissenting Shares. (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL The Selling Companies shall be forfeited give Parent and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver Subs prompt notice to Parent of any demands received by the Selling Companies for the exercise of appraisal of any rights with respect to shares of Company Class B Common Selling Companies Stock and Parent shall have the Company shall provide Parent with the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under such demands. None of the DGCL. Prior to the Initial Company Merger Effective TimeSelling Companies shall, the Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands. (c) Each Dissenting Stockholder who becomes entitled under the Appraisal Rights Provisions to payment for Dissenting Shares of Holdings or the Company shall receive payment therefor after the Fourth Effective Time from the Second Surviving Company or the Third Surviving Corporation, as appropriate (but only after the amount thereof shall have been agreed upon or agree finally determined pursuant to do any the Appraisal Rights Provisions), and such shares of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights Holding Stock and/or Company Stock shall be paid in accordance with canceled. Each Dissenting Stockholder who becomes entitled under the DGCL by ParentAppraisal Rights Provisions to payment for Dissenting Shares of Fluent shall receive payment therefor after the Fourth Effective Time from the Fourth Surviving Corporation (but only after the amount thereof shall have been agreed upon or finally determined pursuant to the Appraisal Rights Provisions), and such shares of Fluent Stock shall be canceled.

Appraisal Rights. Notwithstanding anything in this Agreement contained herein to the contrary, any Dissenting Shares shall not be converted into or represent the right to receive shares of Company Class B Common Parent Consideration Stock issued and outstanding immediately prior pursuant to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) Sections 3.1 but shall not instead be converted into the right to receive the Class B Merger Consideration payable such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, DGCL (and at the Initial Company Merger Effective Time all Appraisal Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except as otherwise the rights set forth in this Section 3.6the DGCL). Notwithstanding the foregoingEach holder of Dissenting Shares who, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled pursuant to the relief provided by Section 262 provisions of the DGCL, then (a) becomes entitled to payment thereunder for such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of receive payment therefor in accordance with the DGCL (but only after the value therefor shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and agreed upon or finally determined pursuant to have becomesuch provisions). If, as of after the Initial Company Merger Effective Time, any Dissenting Shares lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receivereceive shares of Parent Consideration Stock in respect of such shares as if such shares never had been Dissenting Shares, without interest thereonand Parent shall issue and deliver to the holder thereof, as promptly as reasonably practicable following the Class B Merger Considerationsatisfaction of the conditions set forth in Sections 2.9 shares of Parent Consideration Stock to which such holder would be entitled in respect thereof under Sections 3.1 as if such shares never had been Dissenting Shares. The Company shall deliver give Parent (i) prompt notice to Parent of any demands for appraisal or purchase received by the Company, withdrawals of such demands, and any shares of Company Class B Common Stock other instruments served pursuant to the DGCL and received by the Company shall provide Parent with and (ii) the opportunity right to participate in direct all negotiations and proceedings with respect to demands for appraisal or purchase under the DGCL. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent or at the written direction of Parent, or as otherwise required under the DGCL, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demands, claim or agree demand in respect of any Dissenting Shares. The payout of consideration under this Agreement to do any the Share Recipients shall not be affected by the exercise or potential exercise of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with or dissenters’ rights under the DGCL by Parentany other stockholder of the Company; the payout of consideration under this Agreement to holders of Dissenting Shares shall be treated as provided in this Section 3.6 and under the DGCL.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock or Company Preferred Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares ("Appraisal Shares") pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”"Section 262") shall not be converted into the right to receive the Class B Merger Consideration consideration payable pursuant to as provided in Section 3.1(b)(ii2.02(c), but instead at the Initial Company Merger Effective Time such holder shall become the right be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 262. As of the DGCLEffective Time, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except as otherwise set forth the right to receive the fair value of such Appraisal Shares in this accordance with the provisions of Section 3.6262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL262, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 of the DGCL shall be forfeited cease to exist and cease and each such Appraisal Share Shares shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective TimeTime into, and shall have become, the right to receivereceive the Common Stock Merger Consideration or the Preferred Stock Merger Consideration as provided in Section 2.02(c), without interest thereon, as the Class B Merger Considerationcase may be. The Company shall deliver serve prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock or Company Preferred Stock, and Parent shall have the Company shall provide Parent with the opportunity right to participate in and, subject to applicable Law, after consultation with the Company, direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, None of the Company shall notand its Subsidiaries shall, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any shares (the “Dissenting Shares”) of the Company Class B Common Stock that are issued and outstanding immediately prior to the Initial Company Merger Effective Time and that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant toCompany Stockholders who, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Appraisal SharesRights Provisions”), (i) have not voted in favor of adopting this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost, or failed to perfect their rights to appraisal (the “Dissenting Stockholders”), will not be converted into the right to receive the Class B Merger Consideration payable pursuant to in accordance with Section 3.1(b)(ii2.7(a), but instead at the Initial Company Effective Time, by virtue of the Merger Effective Time and without any action on the part of the holder thereof, shall become be cancelled, retired and cease to exist and shall represent the right to payment receive only those rights provided under the Appraisal Rights Provisions; provided, however, that all shares of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares Common Stock held by Company Stockholders who shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock under the Appraisal Rights Provisions shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into cancelled and to have becomebeen converted, as of the Initial Company Merger Effective Time, into the right to receive, without any interest thereon, the Class B Merger Consideration. Consideration in accordance with Section 2.7(a), cash in lieu of any fractional shares pursuant to Section 2.7(e) and any dividends or other distributions pursuant to Section 2.8(d). (b) The Company shall deliver give Parent, Merger Sub 1 and Merger Sub 2 prompt notice to Parent of any demands received by the Company for the exercise of appraisal of any rights with respect to shares of Company Class B Common Stock and Parent shall have the Company shall provide Parent with the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the The Company shall not, without except with the prior written consent of Parent, which consent shall not be unreasonably withheld, (i) make any payment with respect toto any demands for appraisal for Dissenting Shares, or (ii) settle or offer to settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with Delaware Law, or (iv) agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, shares of Company Class B Common Stock issued and that are outstanding immediately prior to the Initial Company Merger Effective Time and that are held by any record holder Company Stockholders who is entitled to demand and properly demands shall have not voted in favor of the Merger, consented thereto in writing or waived their respective appraisal of such shares pursuant toor dissenters’ rights under the Company Stockholders Agreements or otherwise, and who complies shall have demanded properly in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial writing appraisal or dissenters’ rights for such Company Merger Effective Time shall become the right to payment of the fair value of such shares Stock in accordance with the provisions of Section 262 of the DGCL, and at otherwise complied with all of the Initial provisions of the DGCL relevant to the exercise and perfection of appraisal rights, shall not be converted into, and such Company Stockholders shall have no right to receive, the applicable Per Share Merger Effective Time all Appraisal Shares shall no longer be outstanding Consideration, unless and shall automatically be canceled and cease until such stockholder fails to existperfect, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect withdraws or otherwise shall waiveloses his, withdraw her or lose the its right to appraisal and payment under the DGCL. Any Company Stockholder who fails to perfect, effectively withdraws or otherwise loses his, her or its rights to appraisal with respect to such shares of Company Stock under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled thereupon be deemed to the relief provided by Section 262 have been converted into, and to have become exchangeable, as of the DGCLEffective Time, then (a) for the right to receive the applicable Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 2.2(b), of the Certificate or Certificates that formerly evidenced such shares of Company Class B Common Stock, and such shares of Company Stock shall thereupon cease to constitute Appraisal Shares and be “Company Dissenting Shares” for purposes of this Agreement. (b) Prior to the right Closing, the Company shall give Parent prompt notice (and in any event within two (2) Business Days) of any demands received by the Company for appraisal of shares of Company Stock, attempted withdrawals of such holder demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL Company Dissenting Shares, and Parent shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receiveparticipate in, without interest thereonat its sole cost and expense, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in but not control, all negotiations and proceedings with respect to demands for appraisal under such demands; provided, however, unless the DGCLCompany, in its sole discretion, agrees otherwise, any such costs and expenses of Parent shall remain the sole responsibility of the Company even if the Closing occurs and notwithstanding the provisions of Section 2.4. Prior to the Initial Company Merger Effective Time, the Company shall not, without except with the prior written consent of ParentParent (which shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contraryAs used herein, shares “Dissenting Share” means any share of Company Class B Common Stock issued and that is outstanding immediately prior to the Initial Company Merger Effective Time (other than any Cancelled Shares) and that are is held by any record holder Person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of rights under Section 262 of the DGCL for such share of Company Common Stock and has properly exercised and perfected a demand for appraisal of such share of Company Common Stock in the time and manner provided in Section 262 of the DGCL and has complied in all respects with and neither effectively withdrawn nor lost the right to such appraisal with respect to such share of Company Common Stock under the DGCL. At the Effective Time, (a) by virtue of the “Appraisal Shares”Merger and without any action on the part of any Party or any other Person (including the Company Stockholders), each Dissenting Share shall be automatically cancelled and shall cease to exist and (b) each holder of a Dissenting Share shall not be converted into cease to have any rights with respect thereto, except the right to receive the Class B Merger Consideration payable only such consideration as shall be determined pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL; provided, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to existhowever, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoingthat, if any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw effectively withdraws or lose loses the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that for such holder is not entitled to the relief provided by Section 262 of the DGCLDissenting Share, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL Dissenting Share shall be forfeited and cease and each such Appraisal Dissenting Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, Time into the right to receivereceive the Per Share Merger Consideration, without interest thereoninterest, the Class B Merger Considerationin accordance with this Agreement and shall not thereafter be deemed to be a Dissenting Share. The Company shall deliver provide prompt notice to Parent of any written demands received by the Company for appraisal of any shares of Company Class B Common Stock Stock, withdrawals of such demands and any other instruments served under Section 262 of the DGCL, which are received by the Company relating to such demands, in each case prior to the Effective Time. Parent shall provide Parent with have the opportunity right to participate in all negotiations and proceedings with respect Actions related to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect related to, or settle or offer to settle, any such demands, demands for appraisal or agree to do any of the foregoing. Any amount payable , and Parent will not commit to make any holder such payment or enter into any such settlement prior to the Effective Time without the prior written consent of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by ParentCompany.

Appraisal Rights. Notwithstanding anything Solely for purposes of Section 9.14 and Section 9.15, if a Participant, in good faith, disagrees with the Board’s determination of the Fair Market Value of the Purchasable Units (in the case of Section 9.14), the Common Stock (in the case of Section 9.15(a)), the common stock of the BMM Spinoff Parent (in the case of Section 9.15(c)) or the applicable equity securities in the case of Section 9.15(b) (exclusively limited to the Board’s determination pursuant to clauses (a) or (c) of the definition of Fair Market Value in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL Agreement) (the “Appraisal SharesEquity FMV”) (as applicable, the “Disputed Value”), the Participant may request that the Board’s determination be reviewed by a mutually acceptable nationally recognized valuation firm (the “Appraiser”), taking into account relevant factors in accordance with applicable law (including applicable tax rules) (the “Appraisal”). The Participant shall not be converted into have 60 calendar days from the right date on which the Company provides the Participant with the Board’s determination to receive provide the Class B Merger Consideration Company with written notice of such dispute (the “Dispute Notice”), which Dispute Notice shall include an acknowledgement of the potential responsibility of the Participant for fees and expenses payable pursuant to this dispute provision. If the Participant provides the Company with a Dispute Notice, the Company and the Participant shall work together in good faith to resolve the issues in dispute. If the Company and the Participant are unable to resolve all such disputed issues within ten business days following the Company’s receipt of the Dispute Notice, the Participant may request the Appraisal. Any determination of the Appraiser pursuant to the foregoing provisions shall be a final and binding determination of the Disputed Value on the Participant and the Company. If such Appraiser’s determination of the Disputed Value is less than or equal to 110% of the Equity FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Participant up to a maximum of $250,000 in the aggregate, with the remaining costs and expenses borne by the Company. If the Appraiser’s determination of the Disputed Value is more than 110% of the Equity FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Company. If the Appraisal with respect to the Equity FMV results in a greater Repurchase Price payable in respect of the Purchasable Units pursuant to Section 3.1(b)(ii9.14(a), but instead at the Initial Company Merger Effective Time shall become Common Stock pursuant to Section 9.15(a) or the right to payment common stock of the fair value BMM Spinoff Parent pursuant to Section 9.15(c) above, the additional amount, in the same form of such shares in accordance with consideration as the provisions of Section 262 initial Repurchase Price, shall be paid to the Participant within 45 days of the DGCLAppraisal completion date. Notwithstanding anything to the contrary herein, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth appraisal rights provided for in this Section 3.6. Notwithstanding the foregoing, if any such holder 9.16 with respect to conversions pursuant to Section 9.15(a) or Section 9.15(c) shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then be exercisable (a) only if, at the time of such shares exercise, Riviera (in the case of Section 9.15(a)) or the BMM Spinoff Parent (in the case of Section 9.15(c)) holds material assets other than direct or indirect equity interests in the Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited no more than two times by each Participant and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parentits Permitted Transferees.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the IBCA, shares of Company Class B Common Stock issued and any Shares outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder a shareholder (a “Dissenting Shareholder”) who is entitled to demand and properly demands appraisal has neither voted in favor of such shares pursuant to, the approval of this Agreement nor consented thereto in writing and who complies has demanded properly in all respects with, writing appraisal for such Shares and otherwise properly perfected and not withdrawn or lost its rights (the “Dissenting Shares”) in accordance with the provisions of Section 262 Division XIII of the DGCL (the “Appraisal Shares”) shall IBCA will not be converted into into, or represent the right to receive, the Per Share Merger Consideration. Such Dissenting Shareholders will be entitled to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares Dissenting Shares held by them in accordance with the provisions of Section 262 Division XIII of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to existIBCA, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail that all Dissenting Shares held by Shareholders who have failed to perfect or otherwise shall waive, withdraw who effectively have withdrawn or lose the right lost their rights to appraisal under of such Dissenting Shares pursuant to Section 262 490.1323 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall IBCA will thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into into, and to have become, as of the Initial Company Merger Effective Time, represent the right to receive, without interest thereon, the Class B Per Share Merger ConsiderationConsideration in the manner provided in this Article III. The Company shall deliver will give Merger Sub prompt notice to Parent of any written demands for appraisal appraisal, attempted withdrawals of such demands and any shares of Company Class B Common Stock and other instruments served pursuant to applicable Law received by the Company shall provide Parent with relating to shareholders’ rights of appraisal. The Company will give Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. Prior to the Initial The Company Merger Effective Time, the Company shall will not, without except with the prior written consent of ParentMerger Sub, make any payment with respect toto any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or offer to settle, approve any withdrawal or other treatment of any such demands, or agree to do any . Parent shall retain all amounts of the foregoing. Any amount applicable Per Share Closing Payment Consideration and Per Share Contingent Consideration that would have been payable to any holder in respect of Appraisal Dissenting Shares exercising if appraisal rights had not been exercised with respect to such Dissenting Shares pending determination of the amount, if any, to be payable in respect thereof. In the event any amounts shall become due and payable in respect of such appraisal demands (each amount on a per share basis being, an “Appraisal Amount”), such Appraisal Amount shall be paid by the Surviving Corporation; provided that to the extent that such Appraisal Amount is greater than the applicable Per Share Closing Payment Consideration and Per Share Contingent Consideration, Parent shall be indemnified by the Designated Equity Holders against an amount equal to the amount of such excess in accordance with Section 10.1(a)(iii); provided further that to the DGCL by Parentextent that the aggregate amount of such applicable Per Share Closing Payment Consideration and Per Share Contingent Consideration is greater than the Appraisal Amount, the amount of such excess shall constitute an increase for purposes of calculating the Contingent Amount.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and Blocker Securities that are outstanding immediately prior to the Initial Company Merger Blocker Mergers Effective Time and that are held by any record holder Blocker Securityholder who is entitled to demand has not voted in favor of the applicable Blocker Merger or consented thereto in writing, has not waived appraisal rights in connection with the applicable Blocker Merger, and properly demands appraisal of such shares pursuant to, and who complies in all respects accordance with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B applicable portion of the Merger Consideration payable pursuant to as provided in Section 3.1(b)(ii2.05(a), but instead at the Initial Company Merger Effective Time shall become the right be entitled to payment of the fair value of such shares in accordance with the provisions of only those rights as are granted by Section 262 of the DGCL; provided, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to existhowever, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL DGCL, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute be “Appraisal Shares Shares” and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such former Appraisal Share Shares shall thereafter thereupon be treated as if they were Blocker Securities pursuant to Section 2.05(a)(i)(A) at the time of the Blocker Mergers and shall be deemed to have been converted into and to have become, as of the Initial Company Merger Blocker Mergers Effective TimeTime into, and shall represent only the right to receive, without interest thereonthe applicable portion of the Merger Consideration as provided in Section 2.05(a)(i)(A), any dividends or other distributions to which the Class B holders thereof are entitled pursuant to Section 3.01(c), in each case, as if such Blocker Securities were never Appraisal Shares, and Parent shall cause Opco to deposit such Merger Consideration. Consideration with the Exchange Agent. (b) The Company Blockers shall deliver give prompt notice to Parent of any demands received by the Blockers for appraisal of any shares of Company Class B Common Stock Blocker Securities, any attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to be paid the “fair value” of the Appraisal Shares, as provided in Section 262 of the DGCL, and Parent shall provide Parent with have the opportunity right to participate in and direct all negotiations and proceedings Actions with respect to demands for appraisal under the DGCLsuch demands. Prior to the Initial Company Merger Blocker Mergers Effective Time, the Company Blockers shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable Parent shall not, except with the prior written consent of the Blockers, require the Blockers to make any payment with respect to any holder of Appraisal Shares exercising demands for appraisal rights shall be paid in accordance with the DGCL by Parentor offer to settle or settle any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if appraisal rights are available under Delaware law, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)2.1, but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCLDGCL and, and at the Initial Company Merger Effective Time Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Election Deadline, each of such holder’s Appraisal Share Shares shall thereafter be deemed to have been converted into at the Effective Time into, and to shall have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger ConsiderationConsideration pursuant to Section 2.1. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock that are issued and outstanding immediately prior to the Initial Company Merger Effective Time that and are held by any record holder Company Stockholders who is entitled have not voted in favor of the Merger, consented thereto in writing or otherwise contractually waived their rights to demand and properly demands appraisal of such shares pursuant to, and who complies in have complied with all respects with, of the relevant provisions of Section 262 of the DGCL with respect to appraisal rights (the “Appraisal Dissenting Shares,” and the holders thereof the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii)Consideration, but instead at the Initial unless and until such Company Merger Effective Time Stockholders shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail have failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the right lost their rights to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver give Parent prompt notice to Parent of any written or other demands for appraisal of any shares of Company Class B Common Stock Stock, attempted withdrawals of such demands and any other instruments received by the Company shall provide Parent relating to stockholders’ rights of appraisal or any Actions raised by the Company’s stockholders in connection with the opportunity to participate in transactions contemplated by this Agreement. Parent shall control all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, DGCL and the Company shall notcooperate with Parent in such negotiations and proceedings. Neither the Company nor the Surviving Corporation shall, without except with the prior written consent of ParentXxxxxx (not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demandsdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the right to appraisal, or agree to do any then (i) as of the foregoing. Any amount payable occurrence of such event, such holder’s Dissenting Shares shall cease to any holder of Appraisal be Dissenting Shares exercising appraisal rights and shall be paid converted into and represent the right to receive the Merger Consideration in accordance with Section 2.02 and Section 2.03, and (ii) promptly following the DGCL by Parentoccurrence of such event, Representative shall remit to the Dissenting Stockholder the portion of the Merger Consideration to which such holder is entitled.