Common use of Appraisal Rights Clause in Contracts

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL 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 10 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 such notice a copy of Section 262 of the DGCL.

Appraisal Rights. No appraisal rights are available Each share of Common Stock that is issued and outstanding immediately prior to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who and is held by a Person who, in accordance with Section 262 of the DGCL, (i) has neither not voted in favor of the Merger nor or consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 writing or executed an enforceable waiver of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares appraisal rights (exclusive of any element of value arising from the accomplishment whether before or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and after the date of payment this Agreement) and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an (ii) has properly demanded appraisal proceeding that, for purposes of such a proceedingshare of Common Stock, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as not effectively withdrawn, lost or failed to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its perfect their rights to appraisal as provided in appraisal, will not, at the DGCLEffective Time, the Appraisal Shares of such stockholder will be converted into the right to receive any portion of the Merger ConsiderationStock Consideration and instead will be cancelled and retired and shall cease to exist and shall represent only the right to receive payment from the Surviving Corporation with respect thereto as provided by the DGCL, unless and until the holder of any such share has failed to perfect or has effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, in which case such share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon delivery of a duly executed Letter of Transmittal in accordance with this Agreement, the Stock Consideration without interest interest. From and subject after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to applicable withholding taxesvote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time). Any shares of Common Stock for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, in each case, in accordance with this Section 1.08 and the Merger Agreement. Section 262 DGCL, are referred to in this Agreement as "Dissenting Shares." The Company will give Buyer (i) prompt notice of (x) any demands for appraisal received by the Company, including any Stockholder's notice of their intent to demand payment pursuant to the DGCL provides thatthat the Company receives, if a merger was approved and (y) withdrawals of such demands and any other instruments served pursuant to Section 251(hthe DGCL and received by the Company and (ii) a reasonable opportunity to direct all material negotiations and proceedings with respect to any demands referenced in the foregoing clause (i)(x). Except with the prior written consent of Buyer, either the Company shall not voluntarily make any payment with respect to or settle or offer to settle any such demands or waive any failure by a constituent corporation before the effective date of the merger, Stockholder to timely deliver a written demand or the surviving corporation within 10 days thereafter, shall notify each of the holders of to perform any class or series of stock of such constituent corporation who are entitled to other act perfecting 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 such notice a copy of Section 262 of accordance with the DGCL.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger Each issued and outstanding Company Share that is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time held by a Stockholder who has neither not voted in favor of the Merger nor or consented thereto in writingwriting or executed an enforceable waiver of appraisal rights to the extent permitted by applicable Law and, and who otherwise complies with in the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive case of any element of value arising from the accomplishment or expectation of the Merger) and Person required to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an have exercised appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal rights under Section 262 of the DGCL fails as of the Effective Time of the Merger in order to perfectpreserve such rights, or effectively withdraws or loses hiswith respect to which appraisal rights under the DGCL have been properly exercised, her, or its rights will not be converted into the right to appraisal as provided in receive any portion of the DGCL, the Appraisal Shares of such stockholder applicable Merger Consideration and will be converted into the right to receive payment from the Merger ConsiderationSurviving Corporation with respect thereto as provided by the DGCL, unless and until the holder of any such Company Share will have failed to perfect or will have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, in which case such Company Share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such certificate in accordance with Section 1.03, a portion, without interest and subject to applicable withholding taxesinterest, in accordance with this Agreement, of the Merger AgreementConsideration payable with respect to such Company Share. Section 262 From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its Company Shares for any purpose or to receive payment of dividends or other distributions on his, her or its Company Shares (except dividends or other distributions payable to Stockholders of record at a date prior to the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the mergerEffective Time, or dividends that accrued thereon prior to the surviving corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to Effective Time). Company Shares for which 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 corporationhave been properly exercised, and shall include in such notice a copy of Section 262 of the DGCLnot subsequently withdrawn, lost or failed to be perfected, are referred to herein as “Dissenting Shares.”

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Offer is successful and the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor stockholders of the Merger nor consented thereto Company who (i) did not tender their Shares in writingthe Offer, and who (ii) otherwise complies comply with the applicable statutory requirements and procedures under of Section 262 of the DGCL and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to demand appraisal of their Shares and receive in lieu of the consideration payable in the Merger a cash payment equal to the “fair value” of their Shares, as determined by the Delaware Court of Chancery, in accordance with Section 262 of the DGCL. If you choose to exercise your appraisal rights in connection with the Merger and you properly demand and perfect such rights in accordance with Section 262 of the DGCL, you may be entitled to payment for your Shares based on a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterlyyour Shares. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the Merger and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, than the price per Share paid pursuant to the Offer or the per share Share price to be paid pursuant to in the Merger. Moreover, we or Juno the Company may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL provides that, if where a merger was is approved pursuant to under Section 251(h), either a constituent corporation before the effective date of the merger, or the surviving corporation Surviving Corporation within 10 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 or consolidation 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 such notice a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. The Schedule 14D-9 constitutes the formal notice of appraisal rights under Section 262 of the DGCL. As described more fully in the Schedule 14D-9, if a stockholder elects to exercise appraisal rights under Section 262 of the DGCL, the stockholder must (i) prior to the later of the consummation of the Offer and 20 days after the mailing of the Schedule 14D-9, deliver to the Company a written demand for appraisal of his, her or its Shares, which demand must reasonably inform the Company of the identity of the stockholder and that the stockholder is demanding appraisal, (ii) not tender his, her or its Shares in the Offer, (iii) continuously hold the Shares from the date on which the written demand for appraisal is made through the Effective Time and (iv) comply with the procedures of Section 262 of the DGCL for perfecting appraisal rights thereafter. The foregoing summary of the rights of dissenting stockholders under the DGCL does not purport to be a statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights under Delaware law. The preservation and exercise of appraisal rights require strict and timely adherence to the applicable provisions of Delaware law which will be set forth in their entirety in the notice of merger. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law, including without limitation, Section 262 of the DGCL. The information provided above is for informational purposes only with respect to your alternatives if the Merger is consummated. Any stockholder who desires to exercise his, her or its appraisal rights should review carefully Section 262 of the DGCL and is urged to consult his, her or its legal advisor before electing or attempting TABLE OF CONTENTS​​ to exercise such rights. The foregoing summary does not constitute any legal or other advice nor does it constitute a recommendation that the Company’s stockholders exercise appraisal rights under Section 262 of the DGCL. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares but, instead, subject to the conditions to the Offer, you will receive the Offer Price for your Shares.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if If the Merger is consummatedcompleted, each holder appraisal rights will be available in connection with the Merger as further described below, but, 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 “Appraisal Shares”Offer; (ii) at followed the Effective Time who has neither voted procedures set forth in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of to exercise and 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 DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive a judicial determination payment of the “fair value value” of the Appraisal Shares (such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such a fair rate of interest, if any, as the Delaware court may determinedetermined by such court. Unless the Delaware court Court of Chancery in its discretion determines otherwise for good cause shown, this rate interest from the effective date of interest the Merger through the date of payment of the judgment will be five percent 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 Time effective date of the Merger and the date of payment and will be compounded quarterly. Any such judicial determination of the judgment. The “fair value value” of the Appraisal any Shares could be based upon considerations other than than, or in addition to to, the price paid in the Offer and the market value of the Appraisal such Shares. Stockholders should recognize that Moreover, the value “fair value” so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the MergerPrice. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal such Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger AgreementPrice. Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, merger or the surviving corporation within 10 ten days thereafter, 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 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 Merger under Section 262 of the DGCL. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 in connection with the Merger, such stockholder must do all of the following: • within the later of the consummation of the Offer and twenty days after the date of mailing of the formal notice of appraisal rights, deliver to the Company a written demand for appraisal of Shares held, Table of Contents 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. Under Section 262, a demand for appraisal rights must be made by the record holder of Shares. If you do not hold your Shares of record and desire to exercise appraisal rights in connection with the Merger, you will need to arrange for the record holder to make the demand for appraisal rights on your behalf in compliance with Section 262. 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. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 is included as Annex B to the Schedule 14D-9. The information provided above is for informational purposes only with respect to your alternatives if the Merger is completed. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares, but, instead, upon the terms and subject to the conditions to the Offer, you will receive the Offer Price for your Shares.

Appraisal Rights. No Under Section 262 of the DGCL, any FirstMark stockholder that wishes to exercise appraisal rights must, within 20 days after the date of mailing of the notice of their right to demand appraisal, make a written demand for the appraisal of the stockholder’s shares to FirstMark, and that stockholder must not submit a written consent approving the adoption of the Merger Agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal or dissenters’ rights. Any shares of FirstMark capital stock that are available outstanding immediately prior to the holders of Shares in connection with the Offer. However, if the SPAC Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time and that are held by FirstMark stockholders who has shall have neither voted in favor of the SPAC Merger nor consented thereto in writingwriting and who shall have demanded properly in writing appraisal for such shares of FirstMark capital stock 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 shares of FirstMark, the “FirstMark Dissenting Shares”) shall not be converted into, and who otherwise complies with such stockholders shall have no right to receive, the applicable statutory procedures per share consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses their right to appraisal and payment under the DGCL. Any FirstMark stockholder who fails to perfect or who effectively withdraws or otherwise loses their rights to appraisal of their FirstMark Dissenting Shares under Section 262 of the DGCL shall thereupon be deemed to have their FirstMark Dissenting Shares converted into, and to have become exchangeable for, as of the SPAC Merger Effective Time, the right to receive the applicable per share consideration of the SPAC Merger, without any interest thereon, upon surrender, if applicable, in the manner provided in the Merger Agreement, of the certificate or certificates that formerly evidenced such shares of FirstMark capital stock. See Section 262 of the DGCL, will be entitled which is attached as an annex to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder Notice of Appraisal Shares who Rights. XXXXX WISH TO CONSIDER EXERCISING APPRAISAL RIGHTS, YOU SHOULD CAREFULLY REVIEW THE TEXT OF SECTION 262 SET FORTH IN THE ANNEX TO THIS NOTICE OF APPRAISAL RIGHTS AND ARE ENCOURAGED TO CONSULT A LEGAL ADVISOR. IF YOU FAIL TO TIMELY AND PROPERLY COMPLY WITH THE REQUIREMENTS OF SECTION 262, ANY AVAILABLE APPRAISAL RIGHTS WILL BE LOST. All demands for appraisal under Section should be made in writing and addressed to: FIRSTMARK HORIZON ACQUISITION CORP. 000 0xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel ANNEX SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW § 262. Appraisal rights [For application of the DGCL fails to perfectthis section, or effectively withdraws or loses hissee § 17; 82 Del. Laws, herc. 45, or its rights to appraisal as provided in the DGCL§ 23; and 82 Del. Laws, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Considerationc. 256, without interest and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL 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 10 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 such notice a copy of Section 262 of the DGCL§ 24].

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each any holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor (a "Remaining Stockholder") will have certain rights under the DGCL to dissent and demand appraisal of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under its Shares. Under Section 262 of the DGCL, will a Remaining Stockholder who does not wish to accept the Merger Consideration for its Shares pursuant to the Merger has the right to seek an appraisal and be entitled to receive a judicial determination paid the "fair value" of its Shares at the fair value of the Appraisal Shares Effective Time (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount and paid to it in cash, together provided that such holder complies with such rate the provisions of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder The following is a brief summary of Appraisal Shares who demands the statutory procedures to be followed by a Remaining Stockholder in order to dissent from the Merger and perfect appraisal rights under Delaware law. This summary is not intended to be complete and is qualified in its entirety by reference to Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares text of such stockholder which is set forth in Annex A hereto. Any Remaining Stockholder considering demanding appraisal is advised to consult legal counsel. Dissenters' rights will not be converted into the right to receive available unless and until the Merger Consideration, without interest (or a similar business combination) is consummated. Remaining Stockholders of record who desire to exercise their appraisal rights must fully satisfy all of the following conditions. A written demand for appraisal of Shares must be delivered to the Secretary of the Company (1) before the taking of the vote on the approval and subject to applicable withholding taxes, in accordance with adoption of the Merger Agreement. Section 262 Agreement if the Merger is not being effected as a Short-Form Merger but rather is being consummated following approval thereof at a meeting of the DGCL provides that, if Company's stockholders (a merger was approved pursuant "Long-Form Merger") or (2) within 20 days after the date that the Surviving Corporation mails to Section 251(h), either the Remaining Stockholders a constituent corporation before notice (the "Notice of Merger") to the effect that the Merger is effective date of the merger, or the surviving corporation within 10 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 includes in such notice a copy of Section 262 of the DGCL and any other information required thereby) if the Merger is being effected as a Short-Form Merger without a vote or meeting of the Company's stockholders. If the Merger is effected as a Long-Form Merger, this written demand for appraisal of Shares must be in addition to, and separate from, any proxy or vote abstaining from or against the approval of the Merger, and neither voting against, abstaining from voting, nor failing to vote on the Merger will constitute a demand for appraisal within the meaning of Section 262 of the DGCL. In the case of a Long-Form Merger, any stockholder seeking appraisal rights must hold the Shares for which appraisal is sought on the date of the making of the demand, continuously hold such Shares through the Effective Time, and otherwise comply with the provisions of Section 262 of the DGCL. In the case of both a Short-Form Merger and a Long-Form Merger, a demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder's name appears on the stock certificates. If the Shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by the fiduciary. If Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, he is acting as agent for the record owner. A record owner, such as a broker, who holds Shares as a nominee for others, may exercise appraisal rights with respect to the Shares held for all or less than all beneficial owners of Shares as to which the holder is the record owner. In such case, the written demand must set forth the number of Shares covered by such demand. Where the number of Shares is not expressly stated, the demand will be presumed to cover all Shares outstanding in the name of such record owner. Beneficial owners who are not record owners and who intend to exercise appraisal rights should instruct the record owner to comply strictly with the statutory requirements governing the exercise of appraisal rights before the date of any meeting of stockholders of the Company called to approve the Merger in the case of a Long-Form Merger and within 20 days following the mailing of the Notice of Merger in the case of a Short-Form Merger. The Remaining Stockholders who elect to exercise appraisal rights must mail or deliver their written demands to: Secretary, Alysis Technologies, Inc., 0000 Xxxxxx Xxxxxx, Suite 110, Emeryville, California, 94608. The written demand for appraisal should specify the stockholder's name and mailing address, the number of Shares covered by the demand and that the stockholder intends to thereby demand appraisal of such Shares. In the case of a Long-Form Merger, the Company must, within ten days after the Effective Time, provide notice of the Effective Time to all stockholders who have complied with Section 262 of the DGCL and have not voted for approval and adoption of the Merger Agreement. In the case of a Long-Form Merger, the Remaining Stockholders electing to exercise their appraisal rights under Section 262 must not vote for the approval of the Merger or consent thereto in writing. Voting in favor of the approval of the Merger, or delivering a proxy in connection with the stockholders meeting called to approve the Merger (unless the proxy votes against, or expressly abstains from the vote on, the approval and adoption of the Merger), will constitute a waiver of the Remaining Stockholder's right of appraisal and will nullify any written demand for appraisal submitted by the Remaining Stockholder. Regardless of whether the Merger is effected as a Long-Form Merger or a Short-Form Merger, within 120 days after the Effective Time, either the Company or any stockholder who has complied with the required conditions of Section 262 and who is otherwise entitled to appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the Shares of the dissenting stockholders. If a petition for an appraisal is timely filed, after a hearing on such petition, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and thereafter will appraise the Shares owned by such stockholders, determining the fair value of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest to be paid, if any, upon the amount determined to be the fair value.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if If the Merger is consummatedcompleted, each holder appraisal rights will be available in connection with the Merger as further described below, but, 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 “Appraisal Shares”Offer; (ii) at follow the Effective Time who has neither voted procedures set forth in favor of the Merger nor consented thereto Section 262; and (iii) do not thereafter lose their appraisal rights (by withdrawal, failure to perfect or otherwise), in writing, and who otherwise complies each case in accordance with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive a judicial determination payment of the “fair value value” of the Appraisal Shares (such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such a fair rate of interest, if any, as the Delaware court may determinedetermined by such court. Unless the Delaware court Court of Chancery in its discretion determines otherwise for good cause shown, this rate interest from the effective date of interest the Merger through the date of payment of the judgment will be five percent 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 Time effective date of the Merger and the date of payment and will be compounded quarterly. Any such judicial determination of the judgment. The “fair value value” of the Appraisal any Shares could be based upon considerations other than than, or in addition to to, the price paid in the Offer and the market value of the Appraisal such Shares. Stockholders should recognize that Moreover, the value “fair value” so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the MergerPrice. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal such Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger AgreementPrice. Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, merger or the surviving corporation within 10 ten days thereafter, 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 such notice a copy of Section 262. The Schedule 14D-9 constitutes the formal notice by CoLucid to its stockholders of appraisal rights in connection with the Merger under Section 262 of the DGCL. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 in connection with the Merger, such stockholder must do all of the following: • within the later of the consummation of the Offer and twenty days after the date of mailing of the formal notice of appraisal rights, deliver to CoLucid a written demand for appraisal of Shares held, which demand must reasonably inform XxXxxxx 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. Under Section 262, a demand for appraisal rights must be made by the record holder of Shares. If you do not hold your Shares of record and desire to exercise appraisal rights in connection with the Merger, you will need to arrange for the record holder to make the demand for appraisal rights on your behalf in compliance with Section 262. 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. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 is included as Annex B to the Schedule 14D-9. Table of Contents The information provided above is for informational purposes only with respect to your alternatives if the Merger is completed. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares, but, instead, upon the terms and subject to the conditions to the Offer, you will receive the Offer Price for your Shares.

Appraisal Rights. No appraisal rights are available to In the holders case of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor any capital reorganization or ---------------- reclassification of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 capital stock of the DGCL, will be entitled to receive a judicial determination Company or any consolidation or merger of the fair value Company with another Person (regardless of which entity is the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower thansurviving entity), or the same assale of all or substantially all of its assets to any Person (a "Transaction"), the price per Share paid pursuant Company shall, not less than 20 days prior to the Offer or the per share price meeting of stockholders to be paid pursuant held for the purpose of voting on such proposed Transaction (or, if no such meeting of stockholder is to be held, not less than 20 days prior to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes consummation of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as Transaction) provide notice to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 this Warrant and to the holder of any shares of Common Stock issued upon the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares exercise of this Warrant (a "Holder") of such stockholder will be converted into the right to receive the Merger Consideration, without interest proposed Transaction and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL 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 10 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 all material terms thereof and stating that appraisal rights are available for any under this Section 12. Each Holder shall have the right to demand an appraisal of this Warrant or all 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 class meeting of stockholders or series of stock consummation of such constituent corporationTransaction, and as the case may be. Each Holder who has made such demand shall include 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, be, within 15 days after the consummation of such Transaction, in an amount equal to the fair market value of this Warrant or such notice shares of Common Stock, as the case may be, as determined by an independent investment banker (with an established national reputation as a copy valuer of equity securities) selected by the Company with the approval of such Holders, such fair market value to be determined with regard to all 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 262 3H hereof with respect to such Transaction or any consideration payable to the stockholders of the DGCLCompany with respect to 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 such consideration, as the case may be.

Appraisal Rights. No appraisal rights are available Notwithstanding anything contained herein to the holders of contrary, any Dissenting Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are shall not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger ConsiderationConsideration as provided in Section 1.9(a), without interest but shall instead 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 thereunder for such shares shall receive payment therefor in accordance with Delaware Law (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 converted into the right to receive the Merger Consideration payable pursuant to Section 1.9(a) in respect of such shares as if such shares never had been Dissenting Shares, and Acquiror shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.11(a), following the satisfaction of the applicable conditions set forth in Section 1.11(a) and subject to applicable withholding taxesSection 1.10, the amount of Merger Consideration to which such holder would be entitled in accordance respect thereof under this Section 1.9 as if such shares never had been Dissenting Shares. The Company shall give Acquiror (i) prompt notice of any demands for appraisal or purchase received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company and (ii) the right to direct all negotiations and proceedings with respect to demands for appraisal or purchase under Delaware Law. The Company shall not, except with the Merger Agreement. Section 262 prior written consent of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the mergerAcquiror, 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 claim or demand in respect of any Dissenting Shares. The payout of Merger Consideration under this Agreement to the surviving corporation within 10 days thereafter, shall notify each of the Effective Time Holders (other than to holders of any class Dissenting Shares who shall be treated as provided in this Section 1.9(d) and under Delaware Law) shall not be affected by the exercise or series potential exercise 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 under Delaware Law by any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCLother Company Stockholder.

Appraisal Rights. No appraisal rights are To the extent available under the DGCL, any Shares outstanding immediately prior to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time that are held by a stockholder who (i) has neither not voted in favor of the adoption of the Merger nor Agreement or the Merger or otherwise consented thereto in writing, and who writing thereto; (ii) has submitted a timely demand for appraisal; (iii) continues to hold their Shares through the Effective Time; (iv) otherwise complies with the applicable statutory procedures to be entitled to demand appraisal rights under Delaware law; and (v) has properly demanded appraisal rights with respect to the Merger and has otherwise not lost their rights to demand appraisal rights under Section 262 of the DGCL (the “Dissenting Shares”), in accordance with Section 262 of the DGCL, will not be converted into, or represent the right to receive, the Merger Consideration unless the holder of such Shares fails to perfect, withdraws or otherwise loses his or her appraisal rights. All holders of such Dissenting Shares will be entitled to receive a judicial determination payment of the fair appraised value of the Appraisal such holders’ Dissenting Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together accordance with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal , except that all Dissenting Shares held by stockholders who demands have failed to perfect or who effectively have withdrawn or otherwise lose their appraisal under Section 262 rights pursuant to the provisions of the DGCL fails will thereupon be deemed to perfecthave been converted into, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into and represent the right to receive receive, the Merger Consideration, without interest Consideration in the manner described above and subject to applicable withholding taxes, in accordance with will no longer be Excluded Shares. If the Merger Agreement. Section 262 is rescinded or abandoned, then the right of any stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL provides thatwill cease. Barrier will give Xxxxxx and Purchaser the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of appraisal rights. Barrier will not, if a merger was approved pursuant except with the prior written consent of Xxxxxx and Purchaser, make any payment with respect to Section 251(h)any demands for payment of fair value for Dissenting Shares, either a constituent corporation before the effective date of the merger, offer to settle or the surviving corporation within 10 days thereafter, shall notify each of the holders settle any such demands or approve any withdrawal or other treatment 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 such notice a copy of Section 262 of the DGCLdemands.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if If the Merger is consummatedcompleted, each holder appraisal rights will be available in connection with the Merger as further described below, but, 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 “Appraisal Shares”Offer; (ii) at follow the Effective Time who has neither voted procedures set forth in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL; and (iii) do not thereafter lose their appraisal rights (by withdrawal, failure to perfect or otherwise), in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive a judicial determination payment of the "fair value value" of the Appraisal Shares (such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such a fair rate of interest, if any, as the Delaware court may determinedetermined by such court. Unless the Delaware court Court of Chancery in its discretion determines otherwise for good cause shown, this rate interest from the effective date of interest the Merger through the date of payment of the judgment will be five percent 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 Time effective date of the Merger and the date of payment and will be compounded quarterly. Any such judicial determination of the judgment. The "fair value value" of the Appraisal any Shares could be based upon considerations other than than, or in addition to to, the price paid in the Offer and the market value of the Appraisal such Shares. Stockholders should recognize that Moreover, the value "fair value" so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the MergerPrice. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal such Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger AgreementPrice. Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, merger or the surviving corporation within 10 ten days thereafter, 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 such notice a copy of Section 262 of the DGCL. The Schedule 14D-9 constitutes the formal notice of appraisal rights in connection with the Merger under Section 262 of the DGCL. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 of the DGCL in connection with the Merger, such stockholder must do all of the following: • within the later of the consummation of the Offer and twenty days after the date of mailing of the formal notice of appraisal rights, deliver to TubeMogul a written demand for appraisal of Shares held, which demand must reasonably inform TubeMogul 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. Under Section 262 of the DGCL, a demand for appraisal rights must be made by the record holder of Shares. If you do not hold your Shares of record and desire to exercise appraisal rights in connection with the Merger, you will need to arrange for the record holder to make the demand for appraisal rights on your behalf in compliance with Section 262 of the DGCL. 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 stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL is included as Annex B to the Schedule 14D-9. The information provided above is for informational purposes only with respect to your alternatives if the Merger is completed. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares, but, instead, upon the terms and subject to the conditions to the Offer, you will receive the Offer Price for your Shares.

Appraisal Rights. No You do not have appraisal rights are available to the holders as a result of Shares in connection with the Offer. However, if the Proposed Merger is consummated, each holder stockholders of JOSB who do not tender their Shares (in the “Appraisal Shares”) Offer, continue to hold Shares at the Effective Time who has time of consummation of the Proposed Merger, neither voted vote in favor of the Proposed Merger nor consented consent thereto in writing, writing and who otherwise complies comply with the applicable statutory procedures under Section 262 of the DGCL, DGCL will be entitled to receive a judicial determination of the fair value of the Appraisal their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Mergersuch merger) and to receive payment of such judicially determined amount fair value in cash, together with such a fair rate of interest, if anyany (all such Shares, as collectively, the Delaware court "Dissenting Shares"). Since appraisal rights are not available in connection with the Offer, no demand for appraisal under Section 262 of the DGCL may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, be made at this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterlytime. Any such judicial determination of the fair value of the Appraisal Dissenting Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be consideration paid pursuant to in the Proposed Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Dissenting Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCLOffer. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses hisloses, herits, his or its her rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest price per Share paid in the Proposed Xxxxxx. A stockholder may withdraw his demand for appraisal by delivering to us a written withdrawal of his demand for appraisal and subject acceptance of the Proposed Merger. Failure to applicable withholding taxes, in accordance with follow the Merger Agreement. steps required by Section 262 of the DGCL provides thatfor perfecting appraisal rights may result in the loss of such rights. We recommend that any JOSB stockholders wishing to pursue appraisal rights with respect to the Proposed Merger consult their legal advisors. Any merger or other similar business combination with JOSB would also have to comply with any applicable U.S. federal law. In particular, unless the Shares were deregistered under the Exchange Act prior to such transaction, if a such merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date or other business combination were consummated more than one year after termination of the mergerOffer or did not provide for stockholders to receive cash for their Shares in an amount at least equal to the price paid in the Offer, or we may be required to comply with Rule 13e-3 under the surviving corporation within 10 days thereafterExchange Act. If applicable, shall notify each Rule 13e-3 would require, among other things, that certain financial information concerning JOSB and certain information relating to the fairness of the holders of any class or series of stock of proposed transaction and the consideration offered to minority stockholders in such constituent corporation who are entitled a transaction be filed with the SEC and distributed to appraisal rights such stockholders prior to consummation 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 such notice a copy of Section 262 of the DGCLtransaction.

Appraisal Rights. No appraisal rights are available Each share of Capital Stock that is issued and outstanding immediately prior to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who and is held by a Person who, in accordance with Section 262 of the DGCL, (i) has neither not voted in favor of the Merger nor or consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 writing or executed an enforceable waiver of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares appraisal rights (exclusive of any element of value arising from the accomplishment whether before or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and after the date of payment this Agreement) and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an (ii) has properly demanded appraisal proceeding that, for purposes of such a proceedingshare of Capital Stock, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as not effectively withdrawn, lost or failed to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its perfect their rights to appraisal as provided in appraisal, will not, at the DGCLEffective Time, the Appraisal Shares of such stockholder will be converted into the right to receive any portion of the Merger ConsiderationStock Consideration and instead will be cancelled and retired and shall cease to exist and shall represent only the right to receive payment from the Surviving Corporation with respect thereto as provided by the DGCL, unless and until the holder of any such share has failed to perfect or has effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, in which case such share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate in accordance with ARTICLE I, without interest and subject to applicable withholding taxesinterest, in accordance with this Agreement, the Merger AgreementStock Consideration. From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its shares of Capital Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time or dividends that accrued thereon prior to the Effective Time). Any shares of Capital Stock for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, in each case, in accordance with this Section 262 1.08 and the DGCL, are referred to in this Agreement as “Dissenting Shares.” The Company will give Buyer prompt notice of any demands for appraisal received by the Company, including any Stockholder’s notice of their intent to demand payment pursuant to the DGCL provides thatthat the Company receives, if a merger was approved withdrawals of such demands and any other instruments served pursuant to Section 251(h), either a constituent corporation before the effective date of DGCL and received by the merger, or the surviving corporation within 10 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 such notice a copy of Section 262 of the DGCLCompany.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if If the Merger is consummatedcompleted, each holder appraisal rights will be available in connection with the Merger as further described below, but, 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 “Appraisal Shares”Offer; (ii) at follow the Effective Time who has neither voted procedures set forth in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL; and (iii) do not thereafter lose their appraisal rights (by withdrawal, failure to perfect or otherwise), in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive a judicial determination payment of the “fair value value” of the Appraisal Shares (such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such a fair rate of interest, if any, as the Delaware court may determinedetermined by such court. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate The “fair value” of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than than, or in addition to to, the price paid in the Offer and the market value of the Appraisal such Shares. Stockholders should recognize that Moreover, the value “fair value” so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the MergerPrice. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal such Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger AgreementPrice. Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, merger or the surviving corporation within 10 ten days thereafter, 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 such notice a copy of Section 262 of the DGCL.. The Schedule 14D-9 constitutes the formal notice of appraisal rights in connection with the Merger under Section 262 of the DGCL. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 of the DGCL in connection with the Merger, such stockholder must do all of the following: • within the later of the consummation of the Offer and twenty days after the date of mailing of the formal notice of appraisal rights, deliver to the 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. Under Section 262 of the DGCL, a demand for appraisal rights must be made by the record holder of Shares. If you do not hold your Shares of record and desire to exercise appraisal rights in connection with the Merger, you will need to arrange for the record holder to make the demand for appraisal rights on your behalf in compliance with Section 262 of the DGCL. 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 stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL is included as Xxxxx XX to the Schedule 14D-9. The information provided above is for informational purposes only with respect to your alternatives if the Merger is completed. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares, but, instead, upon the terms and subject to the conditions to the Offer, you will receive the Offer Price for your Shares. Table of Contents

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder appraisal rights will be available to holders of Shares (the “Appraisal Shares”) at the Effective Time who has have neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies comply with the applicable statutory procedures under Section 262 of the DGCL, . Each such holder will be entitled to receive a judicial determination of the fair value of the Appraisal such holder’s Shares (exclusive of any element of value arising from the accomplishment or expectation effectuation of the Merger) and to receive payment of such judicially determined amount in cash, together with such a fair rate of interest, if any, as the determined by a Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterlyShares held by such holder. Any such judicial determination of the fair value of the Appraisal such Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, than the price paid per Share paid pursuant to the Offer or the price per share price Share to be paid pursuant to in the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes Holders of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and or the Merger, are not opinions as to fair value under Section 262 of the DGCL. Moreover, the Surviving Corporation may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Shares is less than the price paid in the Offer and the Merger. If any holder of Appraisal Shares Xxxxxx who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, his or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the price per Share paid in the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger Agreement. A stockholder may withdraw a demand for appraisal by delivering to the Company a written withdrawal of the demand for appraisal by the date set forth in the appraisal notice to be delivered to the holders of the Shares as provided in the DGCL. Failure to comply with the requirements of Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before for perfecting appraisal rights may result in the effective date loss of such rights. The foregoing summary of the merger, or rights of dissenting stockholders under the surviving corporation within 10 days thereafter, shall notify each DGCL does not purport to be a statement of the holders procedures to be followed by stockholders desiring to exercise any appraisal rights under the DGCL. The preservation and exercise of any class appraisal rights require strict and timely adherence to the applicable provisions of the DGCL which will be set forth in their entirety in the proxy statement or series information statement for the Merger, unless the Merger is effected as a short-form Merger, in which case they will be set forth in the notice of stock Merger. The foregoing discussion is not a complete statement of such constituent corporation who are entitled law pertaining to appraisal rights of under the approval of the merger DGCL 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 is qualified in such notice a copy of Section 262 of its entirety by reference to the DGCL.

Appraisal Rights. No appraisal rights are available Notwithstanding any provision of this Agreement to the holders contrary, shares of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled Company Common Stock that are outstanding immediately prior to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment that are held by a stockholder who is entitled to demand, and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower thanwho properly demands, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceedingshares pursuant to, the fair value of the Appraisal Shares is less than the price paid and who complies in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairnessall respects with, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will (a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration. For purposes of this Agreement, without interest “Dissenting Shares” means any shares of Company Common Stock as to which a Dissenting Stockholder thereof has properly exercised appraisal rights pursuant to Section 262 of the DGCL. No Dissenting Stockholder shall be entitled to any Merger Consideration in respect of any Dissenting Shares unless and subject until such holder shall have failed to applicable withholding taxesperfect or shall have effectively withdrawn or lost such holder’s right to seek appraisal of its Dissenting Shares under the DGCL, in accordance with and any Dissenting Stockholder shall be entitled to receive only the Merger Agreement. payment provided by Section 262 of the DGCL provides thatwith respect to the Dissenting Shares (in accordance with the provisions of Section 1.3(d)) owned by such Dissenting Stockholder and not any Merger Consideration. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed properly to perfect or shall have effectively withdrawn or lost the right to seek appraisal with respect to any Dissenting Shares, if a merger was approved such Dissenting Shares shall thereupon be treated as though such Dissenting Shares had been converted into the Merger Consideration as provided in Section 3.1(a)(iii). The Company shall give Parent (a) prompt notice of any written demands for appraisal, attempted withdrawals of such demands and any other instruments served pursuant to Section 251(happlicable Law received by the Company relating to stockholders’ rights of appraisal and (b) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), either a constituent corporation before the effective date voluntarily make any payment with respect to any demands for appraisals of the merger, Dissenting Shares or the surviving corporation within 10 days thereafter, shall notify each of the holders of offer to settle or settle 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 such notice a copy of Section 262 of the DGCLdemands.

Appraisal Rights. No In accordance with Section 1091(B) of the ---------------- OGCA, no appraisal rights are shall be available to the holders of Shares shares of Company Class A Stock in connection with the OfferMerger. However, if the Merger is consummated, each holder Holders of Shares (the “Appraisal Shares”) at Company Voting Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a holder who has neither not voted those shares in favor of the Merger nor consented thereto in writingapproval and adoption of this Agreement, and who otherwise complies with the applicable statutory procedures under Section 262 shall have delivered a written demand for appraisal of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, those shares in accordance with the Merger Agreement. Section 262 OGCA and who, as of the DGCL provides thatEffective Time, if a merger was approved shall not have effectively withdrawn or lost this right to appraisal (the "Dissenting Shares") shall be entitled to those rights (but only ----------------- those rights) as are granted by Section 1091 of the OGCA. Each holder of Dissenting Shares who becomes entitled to payment for those Dissenting Shares pursuant to Section 251(h), either a constituent corporation before the effective date 1091 of the mergerOGCA shall receive payment from the Surviving Corporation in accordance with the OGCA; provided, or the surviving corporation within 10 days thereafterhowever, that (i) if any holder of Dissenting Shares shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled have failed to establish their entitlement to appraisal rights as provided in Section 1091 of the approval OGCA, (ii) if any holder of Dissenting Shares shall have effectively withdrawn the holder's demand for appraisal of the merger holder's shares or lost the holder's right to appraisal and that payment for the holder's shares under Section 1091 of the OGCA or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 1091 of the OGCA, the holder shall forfeit the right to appraisal rights are available of those Dissenting Shares and each Dissenting Share shall be exchanged pursuant to Section 1.2 of this Agreement. The Company shall give Parent prompt notice of any demands received by the Company for any or all shares appraisal of such class or series of stock of such constituent corporationCompany Voting Stock, and Parent shall include in such notice a copy of Section 262 of have the DGCLright to conduct all negotiations and proceedings with respect to those demands.

Appraisal Rights. No appraisal rights are available Notwithstanding anything to the holders of contrary contained herein, any Dissenting Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are shall not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the applicable portion of the Merger Consideration, without interest and subject but shall instead be converted into the right to applicable withholding taxesreceive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to 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 Merger AgreementDGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). Section 262 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 DGCL provides thatMerger Consideration in respect of such shares and class thereof 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 applicable time or times specified in Section 2.4(d), following the satisfaction of the applicable conditions set forth in Section 2.4(d), the applicable portion of the Merger Consideration and the Acquirer Promissory Notes as if a merger was approved such shares never had been Dissenting Shares. The Company (or Surviving Corporation) shall provide to Acquirer (and, after the Closing Date, the Stockholders’ Agent) notice, within two Business Days, of any demands for appraisal or purchase received by the Company (or the Surviving Corporation), withdrawals of such demands and any other instruments related to such demands served pursuant to Section 251(hthe DGCL and received by Acquirer or Surviving Corporation), either a constituent corporation before . The Stockholders’ Agent shall retain the effective date of right to direct all negotiations and proceedings with respect to such demands under the merger, or the surviving corporation within 10 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 corporationDGCL, and shall include keep Acquirer reasonably informed of all material developments and shall permit Acquirer, at its own cost and expense, to participate in such notice a copy of Section 262 all meetings and to review and comment on all pleadings and material correspondence related thereto. The Company (and after the Closing Date, the Surviving Corporation) shall not, except with the prior written consent of the Stockholders’ Agent, 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 claim or demand in respect of any Dissenting Shares. 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 2.3(e) and under the DGCL) shall not be affected by the exercise or potential exercise of appraisal rights or dissenters’ rights under the DGCL by any other Company Stockholder.

Appraisal Rights. No appraisal rights are available Notwithstanding anything contained herein to the holders of contrary, any Dissenting Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are shall not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Considerationconsideration provided for herein, without interest and subject but shall instead be converted into the right to applicable withholding taxesreceive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to Delaware Law or California Law. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law or California Law, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law or California Law (but only after the Merger Agreementvalue 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 consideration payable pursuant hereto in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall pay and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 262 1.9(c), following the satisfaction of the DGCL provides thatapplicable conditions set forth in Section 1.9(c), the amount of cash to which such holder would be entitled in respect thereof hereunder as if a merger was approved such shares never had been Dissenting Shares. The Company shall give Acquirer (i) prompt notice of any demands for appraisal or purchase received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 251(h)Delaware Law or California Law and received by the Company and (ii) the right to direct all negotiations and proceedings with respect to demands for appraisal or purchase under Delaware Law or California Law. The Company shall not, either a constituent corporation before except with the effective date prior written consent of Acquirer, or as otherwise required under Delaware Law or California Law, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any claim or demand in respect of any Dissenting Shares. The payout of consideration under this Agreement to the stockholders of the merger, Company (other than to holders of Dissenting Shares who shall be treated as provided in this Section 1.8 and under Delaware Law or California Law) shall not be affected by the surviving corporation within 10 days thereafter, shall notify each exercise or potential exercise of appraisal rights or dissenters’ rights under Delaware Law or California Law by any other stockholder 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 such notice a copy of Section 262 of the DGCLCompany.

Appraisal Rights. No appraisal rights are available Notwithstanding anything in this Agreement to the holders of contrary, any Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither that are held by Closing Stockholders that have not voted in favor of or consented in writing to the Merger nor consented thereto adoption and approval of this Agreement and who are entitled to demand and have demanded properly in writingwriting appraisal for such Shares in accordance with, and who otherwise complies with the applicable statutory procedures under comply in all respects with, Section 262 of the DGCLAct (such sections, the “Appraisal Rights Provisions” and such Shares, the “Dissenting Shares”) will not be entitled converted as described in Section 2.8, but will thereafter constitute only the right to receive a judicial determination payment of the fair value of such Shares in accordance with the Appraisal Rights Provisions; provided, however, that all Shares (exclusive of any element of value arising from the accomplishment held by Closing Stockholders that shall have failed to perfect or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than that effectively shall have withdrawn or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its lost their rights to appraisal as provided in the DGCL, of such Shares under the Appraisal Shares Rights Provisions, or it is otherwise determined that such Closing Stockholders do not have appraisal rights, shall thereupon be deemed to have been cancelled and retired and to have been converted, as of such stockholder will be converted the Effective Time, into the right to receive the applicable portion of the Merger Consideration, without interest and subject to applicable withholding taxesinterest, in accordance the manner provided in Section 2.8. Any Closing Stockholder that has perfected appraisal rights with respect to Dissenting Shares shall not be paid by Parent or Surviving Entity as provided in this Agreement and shall have only such rights as are provided by the Merger Agreement. Section 262 Appraisal Rights Provisions with respect to such Dissenting Shares; and the Representative and Parent shall instruct and cause the Escrow Agent to pay to Parent out of the DGCL provides that, if a merger was approved pursuant Indemnity Escrow Account and Adjustment Escrow Account an aggregate amount equal to Section 251(h), either a constituent corporation before the effective date such Person’s Pro Rata Share of the mergerIndemnity Escrow Funds and Adjustment Escrow Funds. Prior to the Closing, or the surviving corporation within 10 days thereafter, Company shall notify each of give the holders Parent prompt notice of any class or series of stock demands for appraisal received by the Company with respect to Shares and any withdrawals of such constituent corporation who are entitled demands. After the Closing, the Surviving Entity shall give the Representative prompt notice of any demands for appraisal received by the Surviving Entity with respect 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 such notice a copy of Section 262 of the DGCLShares.

Appraisal Rights. No appraisal rights are available Notwithstanding anything to the holders of contrary contained herein, any Dissenting Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are shall not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the applicable portion of the Merger Consideration, without interest and subject but shall instead be converted into the right to applicable withholding taxesreceive 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 Delaware Law, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law (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 Merger Agreement. Consideration in respect of such shares 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 applicable time or times specified in Section 262 1.4(a), following the satisfaction of the DGCL provides thatapplicable conditions set forth in Section 1.4(a), the applicable portion of the Merger Consideration as if a merger was approved such shares never had been Dissenting Shares. The Company shall provide to Acquirer prompt notice of any demands for appraisal rights or purchase received by the Company, withdrawals of such demands and any other instruments related to such demands served pursuant to Section 251(hDelaware Law and received by the Company, and Acquirer shall have the right to direct all negotiations and proceedings with respect to such demands under the Delaware Law after reasonable consultation with the Company (if prior to the Closing). The Company shall not, either a constituent corporation before except with the effective date prior written consent of the mergerAcquirer, or as otherwise required under the surviving corporation within 10 days thereafterDelaware Law, shall notify each of the holders voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any claim or demand in respect of any class 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(h) and under Delaware Law) shall not be affected by the exercise or series potential exercise of stock of such constituent corporation who are entitled to appraisal rights of under the approval of the merger and that appraisal rights are available for Delaware Law by any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCLother Company Stockholder.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno Receptos may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL 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 10 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 such notice a copy of Section 262 of the DGCL. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 of the DGCL, such stockholder must (among other things) do all of the following: (a) no later than the later of the consummation of the Offer and 20 days after the date of mailing of the notice referred to in the previous paragraph, deliver to Receptos a written demand for appraisal by the holder of record of the Shares, which demand must reasonably inform Receptos of the identity of the stockholder and that the stockholder is demanding appraisal; (b) not tender such stockholder’s Shares in the Offer; and (c) continuously hold of record the Shares from the date on which the written demand for appraisal is made through the Effective Time. Following the Effective Time, additional steps may be necessary for any such stockholder to perfect his, her or its appraisal rights, all as described more fully in the Schedule 14D-9. The foregoing summary of appraisal rights of stockholders under the DGCL does not purport to be a statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights under Delaware law. The preservation and exercise of appraisal rights require timely adherence to the applicable provisions of Delaware law. If a stockholder withdraws or loses the right to appraisal, such stockholder will be entitled to receive only the Merger Consideration.

Appraisal Rights. No appraisal rights are available Notwithstanding anything in this Agreement to the holders contrary, shares of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Company shareholder who has neither voted did not vote in favor of the Merger nor consented (or consent thereto in writing) and who is entitled to exercise and properly exercises his or her appraisal rights with respect to such shares pursuant to, and who otherwise complies with in all respects with, the applicable statutory procedures under Section 262 provisions of Division XIII of the DGCLIBCA (the “Dissenting Shareholders”), will shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to receive a judicial determination payment of the fair value of such shares in accordance with the Appraisal Shares (exclusive provisions of any element of value arising from the accomplishment or expectation Division XIII of the Merger) IBCA (and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between at the Effective Time Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the date rights provided for pursuant to the provisions of payment Division XIII of the IBCA and will be compounded quarterly. Any this Section 1.7(e)), unless and until such judicial determination of holder shall have failed to perfect or shall have effectively withdrawn or lost rights to demand or receive the fair value of such shares of Company Common Stock under the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCLIBCA. If any holder Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal Company Common Stock shall thereupon be treated as provided in the DGCL, the Appraisal Shares of such stockholder will be if they had been converted into and become exchangeable for the right to receive receive, as of the Effective Time, the Per Share Merger Consideration, without interest and subject to applicable withholding taxesConsideration for each such share of Company Common Stock, in accordance with Section 1.7(c), without any interest thereon. Company shall give Parent: (i) prompt notice of any written notices to exercise appraisal rights in respect of any shares of Company Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the IBCA and received by Company relating to shareholders’ appraisal rights; and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the IBCA. Company shall not, except with the prior written consent of Parent, which shall not be unreasonably withheld, conditioned or delayed, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Agreement. Section 262 of Consideration made available to the DGCL provides that, if a merger was approved Paying Agent pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled 2.1 to appraisal rights of the approval of the merger and that appraisal rights are available pay for any or all shares of such class or series of stock of such constituent corporation, and Company Common Stock for which dissenter’s rights have been perfected shall include in such notice a copy of Section 262 of the DGCLbe returned to Parent upon demand.

Appraisal Rights. No appraisal rights are available Notwithstanding anything in this Agreement to the holders contrary, shares of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Company shareholder who has neither voted did not vote in favor of the Merger nor consented (or consent thereto in writing) and who is entitled to exercise and properly exercises his or her appraisal rights with respect to such shares pursuant to, and who otherwise complies with in all respects with, the applicable statutory procedures under Section 262 provisions of Article 13 of the DGCLWBCA (the “Dissenting Shareholders”), will shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to receive a judicial determination payment of the fair value of such shares in accordance with the Appraisal Shares (exclusive provisions of any element of value arising from the accomplishment or expectation Article 13 of the Merger) WBCA (and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between at the Effective Time Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the date rights provided for pursuant to the provisions of payment Article 13 of the WBCA and will be compounded quarterly. Any this Section 1.7(d)), unless and until such judicial determination of holder shall have failed to perfect or shall have effectively withdrawn or lost rights to demand or receive the fair value of such shares of Company Common Stock under the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCLWBCA. If any holder Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal Company Common Stock shall thereupon be treated as provided in the DGCL, the Appraisal Shares of such stockholder will be if they had been converted into and become exchangeable for the right to receive receive, as of the Effective Time, the Per Share Merger Consideration, without interest and subject to applicable withholding taxesConsideration for each such share of Company Common Stock, in accordance with Section 1.7(b). Company shall give Parent: (i) prompt notice of any written notices to exercise appraisal rights in respect of any shares of Company Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the Merger AgreementWBCA and received by Company relating to shareholders’ appraisal rights; and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the WBCA. Section 262 Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the DGCL provides that, if a merger was approved Aggregate Stock Consideration or Aggregate Cash Consideration made available to the Paying Agent pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled 2.1 to appraisal rights of the approval of the merger and that appraisal rights are available pay for any or all shares of such class or series of stock of such constituent corporation, and Company Common Stock for which dissenter’s rights have been perfected shall include in such notice a copy of Section 262 of the DGCLbe returned to Parent upon demand.

Appraisal Rights. No appraisal rights are available Notwithstanding any provision of this Agreement to the holders of Shares in connection with contrary and to the Offer. Howeverextent available under the DGCL, if the Merger is consummated, each holder of Shares (the “Appraisal Dissenting Shares”) at the Effective Time that are held by a stockholder who has neither voted in favor is entitled to demand and properly demands appraisal of the Merger nor consented thereto in writingsuch Shares pursuant to, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCLin all respects with, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will (a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration, without interest unless and subject until such Dissenting Stockholder shall have failed to applicable withholding taxesperfect or shall have effectively withdrawn or lost such stockholder’s right to seek appraisal of such Dissenting Shares under the DGCL or if a court of competent jurisdiction shall have determined that such Dissenting Stockholder is not entitled to the appraisal provided by Section 262 of DGCL with respect to such Dissenting Shares, in accordance with and any Dissenting Stockholder shall be entitled to receive only the Merger Agreement. payment provided by Section 262 of the DGCL provides thatwith respect to the Dissenting Shares owned by such Dissenting Stockholder and not any Merger Consideration with respect to such Dissenting Shares. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed properly to perfect appraisal rights, shall have effectively withdrawn appraisal rights, or shall have lost the right to seek appraisal, in each case with respect to any Dissenting Shares, or if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date court of the merger, or the surviving corporation within 10 days thereafter, competent jurisdiction shall notify each of the holders of any class or series of stock of have determined that such constituent corporation who are Dissenting Stockholder is not entitled to the 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 such notice a copy of provided by Section 262 of DGCL with respect to such Dissenting Shares, then (a) such Dissenting Shares shall thereupon be treated as though such Dissenting Shares had been converted into the Merger Consideration pursuant to this Agreement and (b) Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration, without interest thereon, so due and payable to such Persons in respect of such Dissenting Shares. The Company shall provide Parent with prompt written notice of any demands received by the Company for appraisal of Dissenting Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and proceedings with respect to such demands under the applicable provisions of DGCL. Except with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), or to the extent required by applicable Law, the Company shall not voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted did not tender Shares in favor of the Merger nor consented thereto in writingOffer, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon on considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno Relypsa may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL 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 10 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 such notice a copy of Section 262 of the DGCL.

Appraisal Rights. No Holders of Shares do not have appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder holders of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor will have certain rights pursuant to the provisions of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, including the right to dissent and demand appraisal of, and to receive payment in cash of the fair value of, their Shares. Under Section 262 of the DGCL, dissenting stockholders of the Company who comply with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of the Appraisal their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount fair value in cash, together with such a fair rate of interestinterest thereon, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations factors other than than, or in addition to to, the price per Share to be paid in the Offer and Merger or the market value of the Appraisal Shares. Stockholders should recognize that the The value so determined could be higher more or lower than, or the same as, less than the price per Share to be paid in the Merger. THE FOREGOING SUMMARY OF THE RIGHTS OF DISSENTING STOCKHOLDERS UNDER THE DGCL DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY STOCKHOLDERS DESIRING TO EXERCISE ANY APPRAISAL RIGHTS AVAILABLE UNDER THE DGCL. THE PRESERVATION AND EXERCISE OF APPRAISAL RIGHTS REQUIRE STRICT ADHERENCE TO THE APPLICABLE PROVISIONS OF THE DGCL. RULE 13e-3 The Commission has adopted Rule 13e-3 under the Exchange Act which is applicable to certain "going private" transactions and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer or in which Purchaser seeks to acquire the remaining Shares not held by it. Purcxxxxx xxxieves, however, that Rule 13e-3 will not be applicable to the Merger because it is anticipated that the Merger would be effected within one (1) year following consummation of the Offer and in the Merger stockholders would receive the same price per share price to be Share as paid pursuant in the Offer. If Rule 13e-3 were applicable to the Merger. Moreover, we or Juno may argue it would require, among other things, that certain financial information concerning the Company, and certain information relating to the fairness of the proposed transaction and the consideration offered to minority stockholders in an appraisal proceeding that, for purposes of such a proceedingtransaction, be filed with the fair value Commission and disclosed to minority stockholders prior to consummation of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL 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 10 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 such notice a copy of Section 262 of the DGCL.

Appraisal Rights. No appraisal rights are available to the holders of Shares Op-Tech stockholders in connection with the Offer. However, if the Merger is consummated, each holder a stockholder of Shares (the “Appraisal Shares”) at the Effective Time Op-Tech who has neither voted not tendered his or her Shares in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures Offer will have rights under Section 262 of the DGCLDGCL to dissent from the Merger and demand appraisal of, will and obtain payment in cash for the "fair value" of, that stockholder's Shares. Those rights, if the statutory procedures are complied with, could lead to a judicial determination of the fair value (immediately prior to the Effective Time) required to be entitled paid in cash to receive a dissenting stockholders of Op-Tech for their Shares. Any such judicial determination of the fair value of the Appraisal Shares (exclusive of would not necessarily include any element of value arising from the accomplishment or expectation of the Merger) Merger and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than than, or in addition to to, the price paid in the Offer Merger Consideration and the market value of the Appraisal Shares. Stockholders should recognize that the The value so determined could be higher more or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in Offer Price or the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCLMerger Consideration. If any holder of Appraisal Shares Op-Tech stockholder who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, his or its rights her right to appraisal as provided in and payment under the DGCL, such holder's Shares will thereupon be deemed to have been converted as of the Appraisal Shares of such stockholder will be converted Effective Time into the right to receive the Merger Consideration, without any interest and subject to applicable withholding taxesthereon, in accordance with the Merger Agreement. Section 262 An Op-Tech stockholder may withdraw his or her demand for appraisal by delivery to NRC of a written withdrawal of his or her demand for appraisal, subject to the DGCL 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 10 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 such notice a copy requirements of Section 262 of the DGCL. Any impact on the value of the Shares as a result of the issuance of the Top-Up Shares will not be taken into account in any determination of fair value of Shares in any appraisal proceeding in connection with the Merger. The foregoing summary of the rights of dissenting stockholders under the DGCL does not purport to be a statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights under Delaware law. The preservation and exercise of appraisal rights require strict and timely adherence to the applicable provisions of Delaware law which will be set forth in their entirety in the proxy statement or information statement for the Merger, unless the Merger is effected as a short-form merger, in which case they will be set forth in the notice of merger. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law, including without limitation, Section 262 of the DGCL. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger Each issued and outstanding Company Share that is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time held by a Stockholder who has neither not voted in favor of the Merger nor or consented thereto in writingwriting or executed an enforceable waiver of appraisal rights to the extent permitted by applicable Law and, and who otherwise complies with in the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive case of any element of value arising from the accomplishment or expectation of the Merger) and Person required to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an have exercised appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal rights under Section 262 of the DGCL fails as of the Effective Time of the Merger in order to perfectpreserve such rights, or effectively withdraws or loses hiswith respect to which appraisal rights under the DGCL have been properly exercised, her, or its rights will not be converted into the right to appraisal as provided in receive any portion of the DGCL, the Appraisal Shares of such stockholder applicable Merger Consideration and will be converted into the right to receive payment from the Merger ConsiderationSurviving Corporation with respect thereto as provided by the DGCL, unless and until the holder of any such Company Share will have failed to perfect or will have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, in which case such Company Share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such certificate and the delivery of a duly executed and completed Letter of Transmittal in accordance with Section 1.03, a portion, without interest and subject to applicable withholding taxesinterest, in accordance with this Agreement, of the Merger AgreementConsideration payable with respect to such Company Share. Section 262 From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its Company Shares for any purpose or to receive payment of dividends or other distributions on his, her or its Company Shares (except dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time, or dividends that accrued thereon prior to the Effective Time). Company Shares for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, are referred to herein as "Dissenting Shares". Parent will be entitled to retain any Merger Consideration that otherwise would have been paid in respect of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date pending resolution of the merger, or the surviving corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock appraisal claims of such constituent corporation who are holders, and, subject to this Section 1.12, no Stockholder shall be entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares portion of such class retained Merger Consideration until such claim is resolved or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCLis no longer pending.

Appraisal Rights. No appraisal rights are available The Shares outstanding immediately prior to the holders Effective Time and held by a holder who is entitled to demand and properly demands appraisal for such Shares in accordance with the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal of its Shares. If after the Effective Time such holder fails to perfect or withdraws or loses such holder’s right to appraisal, each such Share shall be treated as if it had been converted as of the Effective Time into a right to receive the Merger Consideration without any interest thereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)). The Company shall give Parent prompt notice of any demands received by the Company for appraisal of Shares, and Parent shall have the right to participate in and, after the Offer Acceptance Time, direct all negotiations and proceedings with respect to such demands. 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. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. If any appraisal is made of Dissenting Shares and the Top-Up Option was exercised prior to the Effective Time, then the cash received and/or value of the promissory note received by the Company in payment of the exercise price of the Top-Up Option shall be treated as if it were not paid to or received by the Company and the Top-Up Shares issued upon the exercise of the Top-Up Option shall be treated as if they were not issued or outstanding in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Dissenting Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL 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 10 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 such notice a copy of Section 262 of the DGCL.

Appraisal Rights. No Notwithstanding any provision of this Agreement to the contrary, any outstanding shares of Clinigence Common Stock held by Persons who have exercised and perfected appraisal rights are available for such shares of Clinigence Common Stock in accordance with Section 262 of the 6 DGCL, if such Section provides for appraisal rights for such shares in the Merger (“Dissenting Shares”), and as of the Effective Time have neither effectively withdrawn nor lost any right to such appraisal, shall not be 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 Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares Clinigence Common Stock (the “Appraisal SharesDissenting Stockholders”) at the Effective Time who has neither voted in favor shall be entitled to receive payment of the Merger nor consented thereto appraised value of such shares of Clinigence Common Stock held by them in writing, and who otherwise complies accordance with the applicable statutory procedures under Section 262 of the DGCL, will unless and until such Dissenting Stockholders fail to perfect, effectively withdraw or otherwise lose their appraisal rights under the DGCL. Notwithstanding the foregoing, if any Dissenting Stockholder shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then as of the Effective Time or the occurrence of such event, whichever occurs later, such Dissenting Shares shall automatically be entitled converted into and represent only the right to receive a judicial determination portion of the Merger Consideration and any other amounts payable under this ARTICLE 3, without interest thereon, upon surrender of the Certificate or Certificates representing such Dissenting Shares in accordance with Section 3.2. Prior to the Effective Time, Clinigence shall provide iGambit prompt notice of any written demands for appraisal or payment of the fair value of any shares of Clinigence Common Stock, the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment withdrawal of such judicially determined amount in cash, together with such rate of interest, if any, as demands and any other related instruments served pursuant to the Delaware court may determineDGCL and received by Clinigence. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time Prior to time between the Effective Time Time, Clinigence shall provide iGambit the opportunity to participate in all negotiations and the date of proceedings with respect to demands for appraisal or payment and will be compounded quarterly. Any such judicial determination of the fair value of any shares of Clinigence Common Stock. Clinigence shall not, except with the Appraisal Shares could be based upon considerations other than prior written consent of iGambit, voluntarily make any payment with respect to any demands for appraisal or in addition to the price paid in the Offer and the market value payment of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as any shares of Clinigence Common Stock, offer to the fairness, from a financial point of view, of the consideration payable in a sale transaction, settle or settle any such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If demands or approve any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL 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 10 days thereafter, shall notify each of the holders withdrawal 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 such notice a copy of Section 262 of the DGCLdemands.

Appraisal Rights. No appraisal rights are available to In the holders case of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor any capital reorganization or ---------------- reclassification of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 capital stock of the DGCL, will be entitled to receive a judicial determination Company or any consolidation or merger of the fair value Company with another Person (regardless of which entity is the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower thansurviving entity), or the same assale of all or substantially all of its assets to any Person (a "TRANSACTION"), the price per Share paid pursuant Company shall, not less than 20 days prior to the Offer or the per share price meeting of stockholders to be paid pursuant held for the purpose of voting on such proposed Transaction (or, if no such meeting of stockholder is to be held, not less than 20 days prior to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes consummation of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as Transaction) provide notice to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 this Warrant and to the holder of any shares of Common Stock issued upon the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares exercise of this Warrant (a "HOLDER") of such stockholder will be converted into the right to receive the Merger Consideration, without interest proposed Transaction and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL 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 10 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 all material terms thereof and stating that appraisal rights are available for any under this Section 11. Each Holder shall have the right to demand an appraisal of this Warrant or all 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 class meeting of stockholders or series of stock consummation of such constituent corporationTransaction, and as the case may be. Each Holder who has made such demand shall include 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 notice shares of Common Stock, as the case may be, as determined by an independent investment banker (with an established national reputation as a copy valuer of equity securities) selected by the Company with the approval of such Holders, such fair market value to be determined with regard to all 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 262 3H hereof with respect to such Transaction or any consideration payable to the stockholders of the DGCLCompany with respect to 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 11 and accept such Holder's rights under Section 3H hereof or such consideration, as the case may be.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if If the Merger is consummatedcompleted, each holder appraisal rights will be available in connection with the Merger as further described below, but, 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 “Appraisal Shares”Offer; (ii) at follow the Effective Time who has neither voted procedures set forth in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL; and (iii) do not thereafter lose their appraisal rights (by withdrawal, failure to perfect or otherwise), in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive a judicial determination payment of the “fair value value” of the Appraisal Shares (such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such a fair rate of interest, if any, as the Delaware court may determinedetermined by such court. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate The “fair value” of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than than, or in addition to to, the price paid in the Offer and the market value of the Appraisal such Shares. Stockholders should recognize that Moreover, the value “fair value” so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the MergerPrice. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal such Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger AgreementPrice. Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, merger or the surviving corporation within 10 ten days thereafter, 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 such notice a copy of Section 262 of the DGCL. The Schedule 14D-9 constitutes the formal notice of appraisal rights under Section 262 of the DGCL. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following: • within the later of the consummation of the Offer and twenty days after the date of mailing of the formal notice of appraisal rights, deliver to the 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.

Appraisal Rights. No appraisal rights are available to the holders of Shares who tender such Shares in connection with the Offer. However, if If the Offer and Merger is are consummated, each holder the holders of Shares who (i) did not tender their Shares in the “Appraisal Shares”Offer; (ii) at follow the Effective Time who has neither voted procedures set forth in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL; and (iii) do not thereafter lose their appraisal rights (by withdrawal, failure to perfect or otherwise), in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive a judicial determination payment of the “fair value value” of the Appraisal Shares (such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such a fair rate of interest, if any, as the Delaware court may determinedetermined by such court. Unless the Delaware court Court of Chancery in its discretion determines otherwise for good cause shown, this rate interest from the effective date of interest the Merger through the date of payment of the judgment will be five percent 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 Time effective date of the Merger and the date of payment and will be compounded quarterly. Any such judicial determination of the judgment. In determining the “fair value value” of any Shares, the Appraisal Court of Chancery will take into account all relevant factors. Holders of Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value “fair value” so determined could be higher or lower than, or the same as, the price per Share paid pursuant Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in Price) and that an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are is not opinions an opinion as to to, and does not otherwise address, “fair value value” under Section 262 of the DGCL. If any holder Moreover, we may argue in an appraisal proceeding that, for purposes of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCLsuch proceeding, the Appraisal Shares fair value of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger AgreementShares is less than such amount. Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, merger or the surviving corporation within 10 ten days thereafter, 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 such notice a copy of Section 262. The Schedule 14D-9 constitutes the formal notice by ARMO to its stockholders of appraisal rights in connection with the Merger under Section 262 of the DGCL. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 in connection with the Merger, such stockholder must do all of the following: • prior to the later of the consummation of the Offer and twenty days after the date of mailing of the Schedule 14D-9, deliver to ARMO a written demand for appraisal of Shares held, which demand must reasonably inform ARMO 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 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL is included as Annex B to the Schedule 14D-9. The information provided above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares, but, instead, upon the terms and subject to the conditions to the Offer, you will receive the Offer Price for your Shares. Table of Contents 18. Fees and Expenses Purchaser has retained Xxxxxxxxx LLC to be the Information Agent and Computershare Trust Company, N.A., to be the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telecopy and personal interview and may request banks, brokers, dealers and other nominees to forward materials relating to the Offer to beneficial owners of Shares. The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services in connection with the Offer, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection therewith, including certain liabilities under federal securities laws. None of Lilly or Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers. In those jurisdictions where applicable laws or regulations require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

Appraisal Rights. No appraisal rights are available to the holders Each issued and outstanding share of Shares in connection with the Offer. However, if the Merger Company Stock that is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time held by a Person who has neither not voted in favor of the Merger nor or consented thereto in writingwriting or executed an enforceable waiver of appraisal rights to the extent permitted by applicable Law and, and who otherwise complies with in the applicable statutory procedures case of any Person required to have exercised appraisal rights under Section 262 of the DGCL, will be entitled to receive a judicial determination Delaware Corporation Law as of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of Merger in order to preserve such rights, with respect to which appraisal rights under the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower thanDelaware Corporation Law have been properly exercised, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are shall not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive any portion of the Closing Merger Consideration or the Additional Merger Consideration, as the case may be, and instead shall be converted into the right to receive payment from the Surviving Corporation with respect thereto as provided by the Delaware Corporation Law, unless and until the holder of any such share shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the Delaware Corporation Law, in which case such share shall thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate in accordance with Section 5.2(f), without interest and subject to applicable withholding taxesinterest, in accordance with the Merger this Agreement. Section 262 , a portion of the DGCL provides thatFinal Closing Merger Consideration, if a merger was approved pursuant to the Surplus Merger Consideration Adjustment Amount, the Expense Funds and the Earn-Out Amount in accordance with Section 251(h4.1(a). From and after the Effective Time, either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, no stockholder who has demanded appraisal rights shall notify each of the holders of any class or series of stock of such constituent corporation who are be entitled to vote such holder’s shares of Company Stock for any purpose or to receive payment of dividends or other distributions on such holder’s shares (except dividends or other distributions payable to stockholders of record at a date prior to the Effective Time). Any shares of Company Stock for which 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 corporationhave been properly exercised, and shall include not subsequently withdrawn, lost or failed to be perfected, are referred to in such notice a copy of Section 262 of the DGCLthis Agreement as “Dissenting Shares.”

Appraisal Rights. No appraisal rights are available to the holders of Shares If, in connection with the Offer. HoweverMerger, if the Merger is consummatedany holders Seller Common Stock shall have demanded and perfected their appraisal rights in accordance with Delaware Law, each holder none of such Dissenting Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor shall be converted into a right to receive that portion of the Merger nor consented thereto in writingConsideration payable to the holder of such Dissenting Shares, and who otherwise complies but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law. Each holder of Dissenting Shares who, pursuant to the applicable statutory procedures under Section 262 provisions of the DGCLDelaware Law, will be becomes entitled to receive a judicial determination payment of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to such shares shall receive payment of such judicially determined amount therefor in cash, together accordance with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate Law (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that but only after the value so therefor shall have been agreed upon or finally determined could be higher or lower than, or the same as, the price per Share paid pursuant to Delaware Law). In the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note event that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL Seller Common Stock fails to perfectmake an effective demand for payment or fails to perfect its appraisal rights or dissenters’ rights as to its shares of Seller Common Stock or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of then any such stockholder will shares shall immediately be converted into the right to receive the Merger ConsiderationConsideration issuable in respect of such shares as if such shares had never been Dissenting Shares, without interest and Buyer shall issue and deliver to the Exchange Agent and Escrow Agent, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2.8, following the satisfaction of the applicable conditions set forth in Section 2.8, the portion of the Merger Consideration to which such holder would have been entitled under Section 2.6(a) with respect to such shares (subject to applicable withholding taxes, the provisions of Sections 2.6 and 2.8. The Seller shall give Buyer prompt notice (and in no event more than two (2) Business Days) of any demand received by the Seller for appraisal of Seller Common Stock or notice of exercise of a holder of Seller’s Capital Stock appraisal rights in accordance with the Merger AgreementDelaware Law. Section 262 of the DGCL provides thatExcept with Buyer’s prior written consent, if a merger was approved pursuant Seller shall not voluntarily make any payment or offer to Section 251(h), either a constituent corporation before the effective date of the mergermake any payment with respect to, or the surviving corporation within 10 days thereaftersettle or offer to settle, shall notify each any such demand for appraisal or exercise 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 such notice a copy of Section 262 of the DGCLdissenters’ rights.

Appraisal Rights. No appraisal rights are available to the holders of Shares who tender such Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”consummated pursuant to Section 251(h) at the Effective Time who has neither voted in favor of the Merger nor consented thereto DGCL, stockholders and beneficial owners (i) whose Shares were not tendered in writingthe Offer; (ii) who properly demand and perfect appraisal of their Shares pursuant to, and who otherwise complies with the applicable statutory procedures under comply in all respects with, Section 262 of the DGCL; and (iii) who do not Table of Contents thereafter lose their appraisal rights (by withdrawal, failure to perfect or otherwise), in each case, in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court and to receive a judicial determination payment of the “fair value value” of the Appraisal Shares (such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interestinterest thereon, if any, as determined by the Delaware court may determineCourt. Unless the Delaware court Court in its discretion determines otherwise for good cause shown, this rate interest from the Effective Time through the date of interest payment of the judgment will be five percent 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 Time and the date of payment and will be compounded quarterly. Any such judicial determination of the judgment. In determining the “fair value value” of any Shares, the Appraisal Delaware Court will take into account all relevant factors. Holders of Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value “fair value” so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in Price and that an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are is not opinions an opinion as to to, and does not otherwise address, “fair value value” under Section 262 of the DGCL. If any holder Moreover, we may argue in an appraisal proceeding that, for purposes of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCLsuch proceeding, the Appraisal Shares fair value of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger AgreementShares is less than such amount. Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h)) of the DGCL, either a constituent corporation before the effective date of the merger, merger or the surviving corporation within 10 days thereafter, shall thereafter will notify each of the holders holder of any class or series of stock of such constituent corporation who are is 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 will include in such notice a copy of Section 262 of the DGCL or information directing such holders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. The Schedule 14D-9 constitutes the formal notice by POINT to its stockholders of appraisal rights in connection with the Merger under Section 262 of the DGCL. Any stockholder or beneficial owner who desires to exercise such appraisal rights or who wishes to preserve his, her or its right to do so should review the discussion of appraisal rights in the Schedule 14D-9 as well as Section 262 of the DGCL carefully because failure to timely and properly comply with the procedures of Section 262 of the DGCL will result in the loss of appraisal rights under the DGCL. All references in Section 262 of the DGCL and in this Section 17 to a “stockholder” are to the record holder of Shares unless otherwise expressly noted herein, and all such references to a “beneficial owner” mean a person who is the beneficial owner of Shares held either in voting trust or by a nominee on behalf of such person unless otherwise expressly noted herein. As described more fully in the Schedule 14D-9, if a stockholder or beneficial owner elects to exercise appraisal rights under Section 262 of the DGCL and the Merger is consummated pursuant to Section 251(h) of the DGCL, such stockholder or beneficial owner must do all of the following: • within the later of the consummation of the Offer, which occurs when Purchaser has accepted for payment Shares tendered into the Offer following the Expiration Time, and 20 days after the date of mailing of the Schedule 14D-9, deliver to POINT a written demand for appraisal of Shares held, which demand will be sufficient if it reasonably informs POINT of the identity of such stockholder or beneficial owner and that such stockholder or beneficial owner intends thereby to demand appraisal of such stockholder or beneficial owner’s Shares; • not tender such stockholder’s or beneficial owner’s Shares in the Offer, vote in favor of the Merger nor consent thereto in writing pursuant to Section 228 of the DGCL; • continuously hold of record or beneficially own, as applicable, the Shares from the date on which the written demand for appraisal is made through the Effective Time; and • comply with the procedures of Section 262 of the DGCL for perfecting appraisal rights thereafter.

Appraisal Rights. No appraisal rights are available with respect to the holders of Shares tendered and accepted for purchase in connection with the Offer. However, if the Merger is consummated, each holder of stockholders who do not tender their Shares (in the “Appraisal Shares”) at the Effective Time Offer and who has neither voted in favor do not vote for adoption of the Merger nor consented thereto in writingAgreement will have certain rights under the DGCL to demand appraisal of, and who otherwise complies with to receive payment in cash of the applicable fair value of, their Shares, in lieu of the right to receive the Offer Price. Such rights to demand appraisal, if the statutory procedures under Section 262 of the DGCLare met, will be entitled could lead to receive a judicial determination of the fair value of the Appraisal Shares Shares, as of the Effective Time (exclusive of excluding any element of value arising from the accomplishment or expectation of the Merger) and ), required to be paid in cash to such dissenting holders for their Shares. In addition, such dissenting stockholders would be entitled to receive payment interest from the date of such judicially consummation of the Merger on the amount determined amount in cash, together with such rate to be the fair value of interest, if any, as the Delaware court may determinetheir Shares. Unless the Delaware court Court in its discretion determines otherwise for good cause shown, this rate of such interest will be five percent compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established in effect from time to time during the period between the Effective Time and the date of payment and will be compounded quarterlyof the judgment. Any such judicial determination of In determining the fair value of the Appraisal Shares Shares, the court is required to take into account all relevant factors. Accordingly, such determination could be based upon considerations other than than, or in addition to the price paid in the Offer and to, the market value of the Appraisal Shares, including, among other things, asset values and earning capacity. Stockholders In Xxxxxxxxxx v. UOP, Inc., the Delaware Supreme Court stated, among other things, that “proof of value by any techniques or methods which are 49 Table of Contents generally considered acceptable in the financial community and otherwise admissible in court” should recognize that be considered in an appraisal proceeding. Therefore, the value so determined in any appraisal proceeding could be higher or lower than, or the same as, the price per Share paid pursuant to or more or less than, the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCLPrice. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL Delaware law fails to perfect, or effectively withdraws or loses his, her, or its his rights to appraisal as provided in the DGCLunder Delaware law, the Appraisal Shares of each Share held by such stockholder will be converted into the right to receive $27.90 or any greater per Share price paid in the Merger ConsiderationOffer, without interest and subject to applicable less any withholding taxes. A stockholder may withdraw his, in accordance her or its demand for appraisal by delivering to RC2 a written withdrawal of his, her or its demand for appraisal and acceptance of the Merger within 60 days after the Effective Time (or thereafter with the Merger Agreement. Section 262 consent of the DGCL provides that, surviving corporation). The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law. You cannot exercise appraisal rights at this time. The information set forth above is for informational purposes only with respect to your alternatives 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 10 days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who Merger is consummated. If you are entitled to appraisal rights in connection with the Merger, you will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith, including the text of the approval relevant provisions of Delaware law, before you have to take any action relating thereto. If you sell your Shares in the merger and that Offer, you will not be entitled to exercise appraisal rights are available for any or all shares of such class or series of stock of such constituent corporationwith respect to your Shares but, and shall include in such notice a copy of Section 262 of rather, will receive the DGCLOffer Price therefor.

Appraisal Rights. No appraisal rights are available Notwithstanding any provisions of this Agreement to the holders contrary, shares of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at Company Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by any Person who has neither not voted such shares of Company Common Stock in favor of the Merger, who has delivered a written demand for appraisal of such shares of Company Common Stock in the manner provided by the DGCL and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal (the "Appraisal Shares") will not be converted into a right to receive the Merger nor consented thereto Consideration. The holders thereof will be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Appraisal Shares who becomes entitled to payment for such shares of Company Common Stock pursuant to Section 262 of the DGCL will receive payment therefor from the Surviving Corporation in writing, and who otherwise complies accordance with the applicable statutory procedures DGCL; provided, however, that (i) if any such holder of Appraisal Shares fails to establish its entitlement to appraisal rights as provided in Section 262 of the DGCL, (ii) if any such holder of Appraisal Shares effectively withdraws its demand for appraisal of such shares of Company Common Stock or loses its right to appraisal and payment for its shares of Company Common Stock under Section 262 of the DGCL, will be entitled to receive or (iii) if neither any holder of Appraisal Shares nor the Surviving Corporation files a judicial petition demanding a determination of the fair value of the all Appraisal Shares (exclusive of any element of value arising from within the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount time provided in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any , such holder will forfeit the right to appraisal of Appraisal Shares who demands appraisal under Section 262 such shares of Company Common Stock and each such share of Company Common Stock will be treated as if such share of Company Common Stock had been converted, as of the DGCL fails to perfectEffective Time, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the a right to receive the Merger Consideration, without interest thereon, from the Surviving Corporation as provided in Section 2.01(b). The Company will give Parent prompt notice of any demands received by the Company for appraisal of Company Common Stock, and, until the Effective Time, Buyer will have the right to participate in all negotiations and subject proceedings with respect to applicable withholding taxessuch demands. The Company will not, in accordance except with the Merger Agreement. Section 262 prior written consent of the DGCL provides thatParent, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the mergermake any payment with respect to, or the surviving corporation within 10 days thereaftersettle or offer to settle, 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 such notice a copy of Section 262 of the DGCLdemands.

Appraisal Rights. No appraisal rights are available Notwithstanding anything contained herein to the holders of contrary, any Dissenting Shares in connection with shall not be converted into or represent the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled right to receive a judicial determination shares of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid Parent Consideration Stock issued pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will Sections 3.1 but shall instead 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 Merger ConsiderationDGCL (and at the Effective Time, without interest such Dissenting Shares shall no longer be outstanding and subject shall automatically be cancelled and shall cease to applicable withholding taxesexist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in the DGCL). Each holder of Dissenting Shares who, pursuant to the provisions of the DGCL, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the Merger AgreementDGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). Section 262 If, after the Effective Time, any Dissenting Shares lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receive shares of Parent Consideration Stock in respect of such shares as if such shares never had been Dissenting Shares, and Parent shall issue and deliver to the holder thereof, as promptly as reasonably practicable following the satisfaction of the DGCL provides thatconditions 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 give Parent (i) prompt notice of any demands for appraisal or purchase received by the Company, if a merger was approved withdrawals of such demands, and any other instruments served pursuant to Section 251(h)the DGCL and received by the Company and (ii) the right to direct all negotiations and proceedings with respect to demands for appraisal or purchase under DGCL. The Company shall not, either a constituent corporation before except with the effective date 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 claim or demand in respect of any Dissenting Shares. The payout of consideration under this Agreement to the Share Recipients shall not be affected by the exercise or potential exercise of appraisal rights or dissenters’ rights under the DGCL by any other stockholder of the merger, or Company; the surviving corporation within 10 days thereafter, shall notify each payout of the consideration under this Agreement to holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger Dissenting Shares shall be treated as provided in this Section 3.6 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 such notice a copy of Section 262 of under the DGCL.

Appraisal Rights. No appraisal rights are available to the holders of Shares who tender such Shares in connection with the Offer. However, if If the Offer and Merger is are consummated, each holder the holders of Shares who: (i) did not tender their Shares in the “Appraisal Shares”Offer; (ii) at follow the Effective Time who has neither voted procedures set forth in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL; and (iii) do not thereafter lose their appraisal rights (by withdrawal, failure to perfect or otherwise), in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive a judicial determination payment of the “fair value value” of the Appraisal Shares (such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interestinterest thereon, if any, as the Delaware court may determinedetermined by such court. Unless the Delaware court Court of Chancery in its discretion determines otherwise for good cause shown, this rate interest from the effective date of interest the Merger through the date of payment of the judgment will be five percent compounded quarterly and will accrue at Table of Contents 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time effective date of the Merger and the date of payment and will be compounded quarterly. Any such judicial determination of the judgment. In determining the “fair value value” of any Shares, the Appraisal Court of Chancery will take into account all relevant factors. Holders of Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value “fair value” so determined could be higher or lower than, or the same as, the price per Share paid pursuant Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in Price) and that an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are is not opinions an opinion as to to, and does not otherwise address, “fair value value” under Section 262 of the DGCL. If any holder Moreover, we may argue in an appraisal proceeding that, for purposes of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCLsuch proceeding, the Appraisal Shares fair value of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger AgreementShares is less than such amount. Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, merger or the surviving corporation within 10 ten days thereafter, 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 such notice a copy of Section 262. The Schedule 14D-9 constitutes the formal notice by Audentes to its stockholders of appraisal rights in connection with the Merger under Section 262 of the DGCL. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 in connection with the Merger, such stockholder must do all of the following: • prior to the later of the consummation of the Offer and twenty days after the date of mailing of the Schedule 14D-9, deliver to Audentes a written demand for appraisal of Shares held, which demand must reasonably inform Xxxxxxxx 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 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL is included as Annex B to the Schedule 14D-9. The information provided above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares, but, instead, upon the terms and subject to the conditions to the Offer, you will receive the Offer Price for your Shares.

Appraisal Rights. No appraisal rights are available Notwithstanding anything in this Agreement to the holders of Shares in connection with the Offer. Howevercontrary, if the Merger is consummated, each holder of Common Shares (the “Appraisal Shares”"DISSENTING SHARES") at that are issued and outstanding immediately prior to the Effective Time and are held by Company Stockholders who has neither have not voted in favor of the Merger nor Merger, consented thereto in writing, writing or otherwise contractually waived their rights to appraisal and who otherwise complies have complied with the applicable statutory procedures under Section 262 all of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 relevant provisions of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in (the DGCL, the Appraisal Shares of such stockholder will "DISSENTING STOCKHOLDERS") shall not be converted into or be exchangeable for the right to receive the Merger Consideration, without interest unless and subject until such stockholders shall have failed to applicable withholding taxesperfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Common Shares, 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 (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. At Closing, an amount equal to 150% of the Common Per Share Merger Consideration otherwise payable to the Dissenting Stockholders will be deposited with the Escrow Agent; such funds shall be used to make any required payments to Dissenting Stockholders and any costs of Parent or the Acquired Companies associated with such appraisal process, with the balance distributed to the Payment Fund, to be disbursed by the Representatives to the Company Stockholders. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, then (i) as of the occurrence of such event, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Consideration (adjusted as contemplated by SECTION 3.3 hereof) in accordance with SECTIONS 3.1 and 3.2, and (ii) promptly following the occurrence of such event, Parent shall remit to the Representatives the portion of the Merger Agreement. Section 262 of the DGCL provides that, if a merger was approved pursuant Consideration (adjusted as contemplated by SECTION 3.3 hereof) to Section 251(h), either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock of which 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 such notice a copy of Section 262 of the DGCLholder is entitled.

Appraisal Rights. No Person who has perfected a demand for appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails (each such Person, a “Dissenting Stockholder”) shall be entitled to perfect, receive the portion of the Aggregate Consideration to which such Person would otherwise be entitled pursuant to Section 4.1 with respect to the Shares owned by such Person unless and until such Person shall have effectively withdrawn or effectively withdraws or loses his, her, or its rights lost such Person’s right to appraisal as under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment provided in by Section 262 of the DGCL with respect to Shares owned by such Dissenting Stockholder. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to stockholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to Dissenting Stockholders under the DGCL, provided that the Appraisal Shares Company (prior to the Closing) and the Holder Representative (following the Closing) shall have the right to participate in such negotiations and proceedings at their own expense. Except to the extent otherwise permitted pursuant to Section 6.1(a), the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Parent shall be entitled to retain any portion of Aggregate Consideration not paid on account of such stockholder will Shares owned by such Dissenting Stockholder pending resolution, withdrawal or loss of claims of such holders. If any Person who would otherwise be deemed a Dissenting Stockholder shall have failed properly to perfect or shall have effectively withdrawn or lost the right to dissent with respect to any Shares, such Shares shall thereupon be treated as though such Shares had been converted into the right to receive a portion of the Merger Consideration, without interest and subject to applicable withholding taxes, Aggregate Consideration in accordance with the Merger AgreementPayment Schedule pursuant to Section 4.1. The aggregate amount, if any, by which any payment provided to Dissenting Stockholders by Section 262 of the DGCL provides that, if a merger was approved exceeds the portion of the Closing Consideration to which such Dissenting Stockholders would otherwise be entitled pursuant to Section 251(h4.1 shall be subject to the indemnification obligations set forth in Section 9.2(a), either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 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 such notice a copy of Section 262 of the DGCL.

Appraisal Rights. No If any holders of OptaPhone capital stock exercise appraisal rights are available to the holders of Shares in connection with the Offer. HoweverMerger under the California Law, if the Merger is consummated, each holder any shares of Shares OptaPhone capital stock with respect to which such rights have been duly demanded and perfected (the “Appraisal "Dissenting Shares”") at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are shall not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Considerationconsideration described in Sections 2.5 but shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the California Law. OptaPhone shall give Zhone prompt notice of any demand received by OptaPhone for appraisal of or payment for OptaPhone capital stock, without interest and subject Zhone shall have the right to applicable withholding taxesparticipate in all negotiations and proceedings with respect to such demand. OptaPhone agrees that, in accordance except with the Merger Agreementprior written consent of Zhone, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for appraisal or payment. Section 262 Each holder of Dissenting Shares (a "Dissenting Shareholder") who, pursuant to the provisions of the DGCL provides thatCalifornia Law, if a merger was approved becomes entitled to payment of the fair market value of any shares of OptaPhone capital stock shall receive payment therefor (but only after the fair market value therefor shall have been agreed upon or finally determined pursuant to Section 251(hsuch provisions). In the event that any holder of any shares of OptaPhone capital stock fails to make an effective demand for payment or otherwise loses his status as a Dissenting Shareholder, either a constituent corporation before the effective date Zhone shall, as of the merger, later of the Effective Time of the Merger or the surviving corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock occurrence of such constituent corporation who are event, issue and deliver, upon surrender by such Dissenting Shareholder of his certificate or certificates representing shares of OptaPhone capital stock, the consideration to which such Dissenting Shareholder would have been entitled to appraisal rights under Sections 2.5 of this Agreement and the approval Agreement 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 such notice a copy of Section 262 of the DGCLMerger.

Appraisal Rights. No appraisal rights are available Notwithstanding anything in this Agreement to the holders contrary, shares of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at Company Stock that are issued and outstanding immediately prior to the Effective Time and are held by Stockholders who has neither have not voted in favor of the Merger nor Merger, consented thereto in writing, writing or otherwise contractually waived their rights to appraisal and who otherwise complies have complied with the applicable statutory procedures under Section 262 all of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 relevant provisions of the DGCL fails (such shares of Company Stock are herein referred to perfect, or effectively withdraws or loses his, her, or its rights as the “Dissenting Shares” and such Stockholders are herein referred to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Merger Per Share Common Consideration with respect to such shares of Company Stock, unless and until such Dissenting Stockholders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. The Company shall give Parent (a) prompt notice of any written demands for appraisal of any shares of Company 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) the opportunity, at the expense of Parent, to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, then (I) as of the occurrence of such event, such Stockholder’s Dissenting Shares shall cease to be Dissenting Shares and shall each be converted into and represent the right to receive the Per Share Common Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL provides that, if a merger was approved payable pursuant to Section 251(h3.1(a)(iii), either a constituent corporation before and (II) promptly following the effective date occurrence of the mergersuch event, Parent shall pay, or direct the surviving corporation within 10 days thereafterPaying Agent to pay, shall notify each of to such Stockholder the holders of any class or series of stock of Per Share Common Consideration for 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 Stockholder’s shares of Company Stock to which such class or series of stock of such constituent corporation, and shall include in such notice a copy of Stockholder is entitled pursuant to Section 262 of the DGCL3.1(a)(iii).

Appraisal Rights. No Notwithstanding anything in this Agreement to the contrary, any Company Securities outstanding immediately prior to the Effective Time and held by a holder who is entitled to exercise and properly exercises such holder’s appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Dissenting Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writingpursuant to, and who otherwise complies in all respects with Section 262 of the applicable statutory procedures under DGCL or any successor provision, shall not be converted into, or represent the right to receive, the Adjusted Merger Consideration or Deferred Merger Consideration, but such holder shall instead be entitled to receive payment of the fair value of such holder’s Dissenting Shares in accordance with Section 262 of the DGCL; provided, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of that if any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, perfect or effectively withdraws or loses hissuch holder’s appraisal rights, her, or its rights to appraisal then such Dissenting Shares shall thereupon lose their status as provided in Dissenting Shares and be treated as if they had been converted as of the DGCL, the Appraisal Shares of such stockholder will be converted Effective Time into the right to receive the Adjusted Merger ConsiderationConsideration or Deferred Merger Consideration to which such holder is entitled, without interest and subject to applicable withholding taxesor dividends thereon, upon the surrender of the Certificate(s) which formerly represented such Dissenting Shares, in accordance the manner provided in Section 2.7. Prior to the Effective Time, the Company shall give Purchaser prompt notice of any written demands complying with the Merger Agreement. Section 262 of the DGCL provides thatreceived by the Company to exercise appraisal rights with respect to any Company Securities, if a merger was approved withdrawals or attempted withdrawals of such demands and any other written instrument served pursuant to Section 251(h)the DGCL and received by the Company relating to appraisal rights. After the Effective Time, either a constituent corporation before Purchaser and/or the effective date of the merger, or the surviving corporation within 10 days thereafter, Surviving Corporation shall notify each of the holders give Equityholder Representative prompt notice 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 such notice a copy of written demands complying with Section 262 of the DGCL received by Purchaser and/or the Surviving Corporation to exercise appraisal rights with respect to any Company Securities, withdrawals or attempted withdrawals of such demands and any other written instrument served pursuant to the DGCL and received by Purchaser and/or the Surviving Corporation relating to appraisal rights. The Company (prior to the Effective Time), the Surviving Corporation (after the Effective Time), the Equityholder Representative, and Purchaser shall participate in all negotiations and Legal Proceedings with respect to demands for appraisal rights under the DGCL. The Company, prior to the Effective Time, and Purchaser, after the Effective Time, shall have the right in its sole discretion to conduct the defense of, any such demands; provided, however, that neither the Company nor the Equityholder Representative shall voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, except with the prior written consent of Purchaser (which will not be unreasonably withheld).

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted not tendered their Shares in favor of the Merger nor consented thereto in writingOffer, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive demand a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determinedetermine for Appraisal Shares held by such holder. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno Xxxxx’s may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL 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 10 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 such notice a copy of Section 262 of the DGCL.. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following: (a) no later than 20 days after the mailing of the Schedule 14D-9 and the consummation of the Offer, deliver to Xxxxx’s 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; (b) not tender such stockholder’s Shares in the Offer; and (c) 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 appraisal rights of stockholders under the DGCL does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights under Delaware law. The procedures to be followed by a stockholder desiring to exercise appraisal rights in the Merger is contained in the Schedule 14D-9. The preservation and exercise of appraisal rights require strict and timely adherence to the applicable provisions of Delaware law. If a stockholder withdraws or loses the right to appraisal, such stockholder will be entitled to receive only the Merger Consideration. Table of Contents

Appraisal Rights. No Holders of the Shares do not have appraisal rights are available to the holders as a result of Shares in connection with the Offer. However, if the Merger is consummated, each holder holders of the Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor effective time of the Merger nor consented thereto will have certain rights pursuant to the provisions of Section 262 of the DGCL in writing, and lieu of receiving the consideration proposed under the Merger Agreement. Dissenting stockholders of the Company who otherwise complies comply with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount fair value in cash, together with such a fair rate of interestinterest thereon, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations factors other than than, or in addition to to, the price per share of common stock of the Company, as the case may be, to be paid in the Offer and Merger or the market value of the Appraisal Shares. Stockholders should recognize that the The value so determined could be higher more or lower than, or the same as, less than the price per Share to be paid in the Merger and payment of the value would take place subsequent to payment pursuant to the Offer or the per share price to be paid pursuant Merger. The value is determined as of the day immediately preceding the Company Stockholders Meeting at which the Merger is approved. THE FOREGOING SUMMARY OF THE RIGHTS OF DISSENTING STOCKHOLDERS DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY STOCKHOLDERS DESIRING TO EXERCISE ANY AVAILABLE APPRAISAL RIGHTS. THE PRESERVATION AND EXERCISE OF APPRAISAL RIGHTS REQUIRE STRICT ADHERENCE TO SECTION 262 OF THE DGCL. THE MERGER AGREEMENT AND THE STOCKHOLDERS AGREEMENT The following are summaries of certain provisions of the Merger Agreement and the Stockholders Agreement. These summaries are not a complete description of the terms and conditions of the Merger Agreement and the Stockholders Agreement and are qualified in their entirety by reference to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value complete text of the Appraisal Shares is less than the price paid in the Offer Merger Agreement and the Merger. Stockholders also should note that investment banking opinions Agreement, which are filed with the Commission as Exhibits (c)(1) and (c)(2), respectively, to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer Schedule 13E-3 and the Merger, are not opinions as to fair value under Section 262 of the DGCLincorporated herein by reference. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the The Merger Agreement. Section 262 of the DGCL 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 10 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 such notice a copy of Section 262 of the DGCL.

Appraisal Rights. No The Executing Stockholders, upon delivery of the Stockholder Consent and the executed Letters of Transmittal and Voting Agreement in accordance with Section 7.14, shall have approved this Agreement and the Merger and shall have waived any and all rights that they might otherwise have to dissent from this Agreement and to demand appraisal rights are available for their Company Shares in accordance with the DGCL. Notwithstanding anything in this Agreement to the holders of contrary, those Company Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, which are issued and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled outstanding immediately prior to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such are held by a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are Dissenting Stockholder shall not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into or be exchangeable for the right to receive the Merger Consideration, without interest and subject but instead such holder shall be entitled to applicable withholding taxes, payment of the fair value of such Company Shares in accordance with the Merger Agreement. provisions of Section 262 of the DGCL provides that(and at the Effective Time, if a merger was approved pursuant such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to Section 251(h)exist, either a constituent corporation before and such holder shall cease to have any rights with respect thereto, except the effective date of right to receive the merger, or the surviving corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock fair value of such constituent corporation who are entitled to appraisal rights of Dissenting Shares in accordance with 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 such notice a copy provisions of Section 262 of the DGCL), 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 rights, such holder’s Company Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the portion of the Merger Consideration, if any, to which such holder is entitled, without interest thereon. The Stockholder Representative shall be entitled to retain any portion of the Merger Consideration not paid on account of such Dissenting Shares pending resolution of the claims of such Dissenting Stockholders, and no holder of Company Shares shall be entitled to any portion of such retained Merger Consideration. The Company and the Stockholder Representative shall give Parent: (i) prompt notice of any demands with respect to any appraisal of Company Shares received by the Company or the Stockholder Representative, as applicable, including withdrawals of any demands, and any other instruments or notices served or otherwise delivered pursuant to the DGCL and received by the Company prior to the Effective Time in connection therewith; and (ii) the opportunity to participate (at Parent’s own expense) in all negotiations and proceedings with respect to any such demands for appraisal or other instruments or notices.

Appraisal Rights. No appraisal rights are available Notwithstanding anything contained herein to the holders of contrary, any Dissenting Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are shall not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Considerationcash amount provided for in Section 1.8, without interest and subject but shall instead be converted into the right to applicable withholding taxesreceive 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 thereunder for such shares shall receive payment therefor in accordance with Delaware Law (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 converted into the right to receive the applicable stock or cash amount provided for in Section 1.8 in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall deliver (or cause to be delivered) to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in this Agreement, following the satisfaction of the applicable conditions set forth in this Agreement, the Merger AgreementConsideration to which such holder would be entitled in respect thereof as if such shares never had been Dissenting Shares. Section 262 The Company shall give Acquirer (i) prompt notice of any demands for appraisal or purchase received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company and (ii) the right to direct all negotiations and proceedings with respect to demands for appraisal or purchase under Delaware Law. The Company shall not, except with the prior written consent of Acquirer, 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 claim or demand in respect of any Dissenting Shares. The payout of consideration under this Agreement to the stockholders of the DGCL provides that, if a merger was approved pursuant Company (other than to holders of Dissenting Shares who shall be treated as provided in this Section 251(h), either a constituent corporation before 1.8 and under Delaware Law) shall not be affected by the effective date exercise or potential exercise of appraisal rights or dissenters’ rights under Delaware Law by any other stockholder of the merger, or the surviving corporation within 10 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 such notice a copy of Section 262 of the DGCLCompany.

Appraisal Rights. No appraisal rights are available to the holders Each issued and outstanding share of Shares in connection with the Offer. However, if the Merger Common Stock that is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time held by a Person who has neither not voted in favor of the Merger nor or consented thereto in writing, writing or executed an enforceable waiver of appraisal rights and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment whether before or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and after the date of payment and this Agreement) with respect to which appraisal rights under the DGCL have been properly exercised, will not be compounded quarterly. Any such judicial determination converted into the right to receive any portion of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer Stock Consideration and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder instead will be converted into the right to receive payment from the Merger ConsiderationSurviving Corporation with respect thereto as provided by the DGCL, unless and until the holder of any such share has failed to perfect or has effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, in which case such share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of the applicable certificate in accordance with this Agreement, without interest and subject to applicable withholding taxesinterest, in accordance with this Agreement, the Stock Consideration. From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time). Any shares of Common Stock for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, in each case, in accordance with this Section 1.08 and the DGCL, are referred to in this Agreement as “Dissenting Shares.” The Company shall give the Purchaser and Merger AgreementSub prompt written notice of any demands received by the Company for the exercise of appraisal rights with respect to the Common Stock, and Purchaser and Merger Sub shall have the right to participate in all negotiations and proceedings with respect to such demands subject, prior to the Effective Time, to consultation with the Company. Section 262 The Company shall not, except with the prior written consent of the DGCL provides thatPurchaser, if a merger was approved pursuant to Section 251(h)which consent shall not be unreasonably withheld, either a constituent corporation before the effective date of the mergermake any payment with respect to, or the surviving corporation within 10 days thereaftersettle or offer to settle, 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 such notice a copy of Section 262 of the DGCLdemands.

Appraisal Rights. No appraisal rights are available to the holders Holders of Shares in connection with do not have dissenters' rights as a result of the Offer. However, if the Merger is consummated, each holder holders of Shares (will have certain rights pursuant to the “Appraisal Shares”) at the Effective Time who has neither voted in favor provisions of Sections 85 through 98, inclusive, of the Merger nor consented thereto MBCL to dissent in writingwriting and demand appraisal of, and who otherwise complies with to receive payment in cash of the applicable 'fair value' (as such term is used in the MBCL) of, their Shares. According to the provisions of Sections 85 through 98 of the MBCL, the Parent and the dissenting holders of Xxxxxx may attempt to agree upon the fair market value of their Shares. If the Parent and the dissenting holders of the Shares fail to agree, and if the statutory procedures under Section 262 were complied with, the dissenting holders of the DGCL, will be entitled Shares could demand such rights could lead to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and required to receive payment of be paid in cash to such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise dissenting holders for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterlytheir Shares. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in Offer Price, the Offer and Merger Consideration or the market value of the Appraisal Shares, including asset values and the investment value of the Shares. Stockholders should recognize that the The value so determined could be higher more or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in Offer Price or the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCLMerger Consideration. If any holder of Appraisal Shares who demands appraisal under Section 262 Sections 85 through 98, inclusive, of the DGCL MBCL fails to perfect, or effectively withdraws or loses hishis right to appraisal, her, or its rights to appraisal as provided in the DGCLMBCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, Consideration in accordance with the Merger Agreement. Section 262 A stockholder may withdraw his demand for appraisal by delivery to Parent of a written withdrawal of his demand for appraisal and acceptance of the DGCL provides that, if Merger. The foregoing discussion is not a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date complete statement of the merger, or the surviving corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled law pertaining to appraisal rights under the MBCL and is qualified in its entirety by the full text of Sections 85 through 98, inclusive 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 corporationMBCL. FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTIONS 85 THROUGH 98, and shall include in such notice a copy of Section 262 of the DGCLINCLUSIVE, OF THE MBCL FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH RIGHTS.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if If the Merger is consummated, each holder appraisal rights will be available in connection with the Merger as further described below, but, although the availability of appraisal rights depends on the Merger being consummated, 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 consummated as of such time. If the Merger is consummated, the holders of Shares (immediately prior to the “Appraisal Shares”) at the Effective Time who has neither voted in favor consummation of the Merger nor consented thereto who (i) did not tender their Shares in writingthe Offer, and who otherwise complies (ii) demand appraisal in accordance with the applicable statutory procedures under set forth in Section 262 of the DGCL; and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive a judicial determination payment of the “fair value value” of the Appraisal Shares (such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such a fair rate of interest, if any, as the Delaware court may determinedetermined by such court. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate The “fair value” of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than than, or in addition to to, the price paid in the Offer Merger Consideration and the market value of the Appraisal such Shares. Stockholders Holders of Shares should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the MergerMerger Consideration. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal such Shares is less than the price paid in the Offer and the Mergersuch amount. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL provides that, if where a merger was is approved pursuant to under Section 251(h), either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 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 or consolidation and that appraisal rights are available for any or all Table of Contents shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCL. The Schedule 14D-9 will constitute the formal notice of appraisal rights under Section 262 of the DGCL. As will be described more fully in the Schedule 14D-9, if a stockholder elects to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following: (i) within the later of the consummation of the Offer and 20 days after the mailing of the Schedule 14D-9, deliver to HeartWare a written demand for appraisal of Shares held, which demand must reasonably inform HeartWare of the identity of the stockholder and that the stockholder is demanding appraisal; (ii) not tender their Shares in the Offer; and (iii) continuously hold of record the Shares from the date on which the written demand for appraisal is made through the Effective Time of the Merger. The foregoing summary of the appraisal rights does not purport to be complete and is qualified in its entirety by reference to Section 262 of the DGCL. A complete text of Section 262 of the DGCL is set forth as Xxxxx XX hereto. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Going-Private Transactions Rule 13e-3 under the Exchange Act is applicable to certain “going private” transactions. We do not believe that Rule 13e-3 will be applicable to the Merger because it is anticipated that the Merger will be consummated within one year after the completion of the Offer and in the Merger, stockholders will receive the same price per Share as paid in the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the fairness of the Merger and the consideration offered to minority stockholders in the Merger be filed with the SEC and disclosed to stockholders prior to the consummation of the Merger.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if If the Merger is consummatedcompleted, each holder appraisal rights will be available in connection with the Merger as further described below. If the Merger is completed, the holders of Shares who (i) did not tender their Shares in the “Appraisal Shares”Offer; (ii) at follow the Effective Time who has neither voted procedures set forth in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL; and (iii) do not thereafter lose their appraisal rights (by withdrawal, failure to perfect or otherwise), in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive a judicial determination payment of the “fair value value” of the Appraisal Shares (such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such a fair rate of interest, if any, as the Delaware court may determinedetermined by such court. Unless the Delaware court Court of Chancery in its discretion determines otherwise for good cause shown, this rate interest from the effective date of interest the Merger through the date of payment of the judgment will be five percent 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 Time effective date of the Merger and the date of payment and will be compounded quarterly. Any such judicial determination of the judgment. The “fair value value” of the Appraisal any Shares could be based upon considerations other than than, or in addition to to, the price paid in the Offer and the market value of the Appraisal such Shares. Stockholders should recognize that Moreover, the value “fair value” so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the MergerPrice. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal such Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger AgreementPrice. Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, merger or the surviving corporation within 10 days thereafter, 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 such notice a copy of Section 262 of the DGCL. The Schedule 14D-9 constitutes the formal notice of appraisal rights in connection with the Merger under Section 262 of the DGCL. Table of Contents As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 of the DGCL in connection with the Merger, such stockholder must do all of the following: • within the later of the consummation of the Offer and 20 days after the date of giving formal notice of appraisal rights, deliver to Cerner a written demand for appraisal of Shares held, which demand must reasonably inform Cerner 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. Under Section 262 of the DGCL, a demand for appraisal rights must be made by the record holder of Shares. If you do not hold your Shares of record and desire to exercise appraisal rights in connection with the Merger, you will need to arrange for the record holder to make the demand for appraisal rights on your behalf in compliance with Section 262 of the DGCL. 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 stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL is included as Annex C to the Schedule 14D-9. The information provided above is for informational purposes only with respect to your alternatives if the Merger is completed. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares, but, instead, upon the terms and subject to the conditions to the Offer, you will receive the Offer Price for your Shares.

Appraisal Rights. ​ No appraisal rights are available to the holders of Shares who tender such Shares in connection with the Offer. However, if If the Offer and the Merger is consummatedare consummated pursuant to Section 251(h) of the DGCL as contemplated by the Merger Agreement, each holder the holders of Shares who: (i) did not tender their Shares pursuant to the “Appraisal Shares”Offer, (ii) at follow the Effective Time who has neither voted procedures set forth in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL and (iii) do not thereafter lose their appraisal rights (by withdrawal, failure to perfect or otherwise), in each case in accordance with the DGCL, will be entitled to receive a judicial determination have their Shares appraised by the Delaware Court of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) Chancery and to receive payment of the “fair value” of such judicially determined amount Shares in cashaccordance with Section 262, together with such rate of interestinterest thereon, if any, as the Delaware court may determinedetermined by such court. Unless the Delaware court Court of Chancery in its discretion determines otherwise for good cause shown, this rate interest from the effective date of interest the Merger through the date of payment of the judgment will be five percent 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 Time effective date of the Merger and the date of payment and will be compounded quarterly. Any such judicial determination of the judgment. In determining the “fair value value” of any Shares, the Appraisal Court of Chancery will take into account all relevant factors. Holders of Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value “fair value” so determined could be higher or lower than, or the same as, the price per Share paid pursuant Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in Price) and that an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are is not opinions an opinion as to to, and does not otherwise address, “fair value” under Section 262. Moreover, we may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into Shares is less than the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger AgreementOffer Price. Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h)) of the DGCL, either a constituent corporation before the effective date of the merger, merger or the surviving corporation within 10 ten days thereafter, 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 such notice a copy of Section 262 of the DGCL or information directing the holders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. The Schedule 14D-9 constitutes the formal notice by the Company to its stockholders of appraisal rights in connection with the Merger under Section 262 of the DGCL. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 of the DGCL in connection with the Merger, such stockholder must do all of the following: • prior to the later of the consummation of the Offer and 20 days after the date of mailing of the Schedule 14D-9, deliver to the 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 ​ TABLE OF CONTENTS​​ • 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 any stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL will be included as Annex B to the Schedule 14D-9. The information provided above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares, but, instead, on the terms and subject to the conditions to the Offer, you will receive the Offer Price for your Shares.

Appraisal Rights. No appraisal rights are available Notwithstanding any provision of this Agreement to the holders of Shares in connection with contrary and to the Offer. Howeverextent available under the DGCL, if the Merger is consummated, each holder of Shares (the “Appraisal Dissenting Shares”) at the Effective Time that are held by a stockholder who has neither voted in favor is entitled to demand and properly demands appraisal of the Merger nor consented thereto in writingsuch Shares pursuant to, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCLin all respects with, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will (a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration, without interest unless and subject until such Dissenting Stockholder shall have failed to applicable withholding taxesperfect or shall have effectively withdrawn or lost such stockholder’s right to seek appraisal of such Dissenting Shares under the DGCL or if a court of competent jurisdiction shall have determined that such Dissenting Stockholder is not entitled to the appraisal provided by Section 262 of DGCL with respect to such Dissenting Shares, in accordance with and any Dissenting Stockholder shall be entitled to receive only the Merger Agreement. payment provided by Section 262 of the DGCL provides thatwith respect to the Dissenting Shares owned by such Dissenting Stockholder and not any Merger Consideration with respect to such Dissenting Shares. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed properly to perfect appraisal rights, shall have effectively withdrawn appraisal rights, or shall have lost the right to seek appraisal, in each case with respect to any Dissenting Shares, or if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date court of the merger, or the surviving corporation within 10 days thereafter, competent jurisdiction shall notify each of the holders of any class or series of stock of have determined that such constituent corporation who are Dissenting Stockholder is not entitled to the 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 such notice a copy of provided by Section 262 of DGCL with respect to such Dissenting Shares, then (a) such Dissenting Shares shall thereupon be treated as though such Dissenting Shares had been converted into the Merger Consideration pursuant to this Agreement and (b) Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such Persons in respect of such Dissenting Shares. The Company shall provide Parent with prompt written notice of any demands received by the Company for appraisal of Dissenting Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and proceedings with respect to such demands under the applicable provisions of the DGCL. Except with the prior written consent of Parent, or to the extent required by applicable Law, the Company shall not voluntarily make or agree to make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. No appraisal rights are available Notwithstanding any other provision of this Agreement to the holders contrary, any share of Shares in connection with the Offer. However, if the Merger Common Stock that is consummated, each holder of Shares (the “Appraisal Shares”) at outstanding immediately prior to the Effective Time and that is held by a Stockholder who has neither not voted in favor of the Merger nor or consented thereto in writingwriting (and is otherwise entitled, by contract or Law, to vote thereon) or executed an enforceable waiver of appraisal rights to the extent permitted by applicable Law, and who otherwise complies has validly and properly exercised appraisal rights under Section 262 of the DGCL as of the Effective Time in order to preserve such rights, shall not be converted into or represent the right to receive the Common Stock Per Share Merger Consideration, or any portion thereof. Such share of Common Stock shall represent only the right to receive payment from the Surviving Corporation with the applicable statutory procedures under respect thereto, as provided in Section 262 of the DGCL, will be entitled to receive a judicial determination of unless and until the fair value of the Appraisal Shares (exclusive holder of any element such share of value arising from the accomplishment Common Stock shall have failed to perfect or expectation of the Merger) and shall have effectively withdrawn or otherwise lost his, her or its right to receive payment appraisal of such judicially determined amount in cash, together with such rate share of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time Common Stock and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, in which case such share of Common Stock shall thereupon be deemed, as of the Appraisal Shares of such stockholder will be Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive receive, upon surrender of such Certificate and delivery of a duly executed Letter of Transmittal in accordance with Section 2.04, the Common Stock Per Share Merger Consideration, without any interest and subject to applicable withholding taxesthereon, in accordance with the Merger this Agreement. Section 262 of From and after the DGCL provides thatEffective Time, 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 10 days thereafter, no Stockholder who has demanded appraisal rights shall notify each of the holders of any class or series of stock of such constituent corporation who are be entitled to vote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares of Common Stock. Shares of Common Stock for which 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 corporationhave been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, are referred to herein as “Dissenting Shares.” The Company shall include give Parent (a) prompt (and in such any event, within one (1) Business Day after receiving) notice and a copy of Section 262 any demands, withdrawals or attempted withdrawals received by the Company for appraisal of any share of Common Stock pursuant to the DGCLDGCL and (b) prior to the Effective Time, Parent shall have the right to control any negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, such demands.

Appraisal Rights. No appraisal rights are available to the holders Each issued and outstanding share of Shares in connection with the Offer. However, if the Merger Company Common Stock that is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time held by a Stockholder who has neither not voted in favor of the Merger nor or consented thereto in writingwriting or executed an enforceable waiver of appraisal rights to the extent permitted by Applicable Law and, and who otherwise complies with in the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive case of any element of value arising from the accomplishment or expectation of the Merger) and Person required to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an have exercised appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal rights under Section 262 of the DGCL fails as of the Effective Time of the Merger in order to perfectpreserve such rights, or effectively withdraws or loses hiswith respect to which appraisal rights under the DGCL have been properly exercised, her, or its rights will not be converted into the right to appraisal as provided in receive any portion of the DGCL, the Appraisal Shares of such stockholder applicable Merger Consideration and will be converted into the right to receive payment from the Merger ConsiderationSurviving Corporation with respect thereto as provided by the DGCL, unless and until the Stockholder of any such share of Company Common Stock will have failed to perfect or will have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, in which case such share of Company Common Stock will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such certificate in accordance with Section 2.08, a portion, without interest and subject to applicable withholding taxesinterest, in accordance with this Agreement, of the Merger AgreementConsideration payable with respect to such share of Company Common Stock. Section 262 From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its shares of Company Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares of Company Common Stock (except dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time, or dividends that accrued thereon prior to the Effective Time). Shares of Company Common Stock for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, are referred to herein as “Dissenting Shares.” For the avoidance of doubt, nothing in this Agreement shall be construed as a waiver of the DGCL provides that, if a merger was approved pursuant to drag along rights contained in Section 251(h), either a constituent corporation before the effective date 3 of the merger, or the surviving corporation within 10 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 such notice a copy of Section 262 of the DGCLStockholders Agreement.

Appraisal Rights. No appraisal rights are available Notwithstanding anything in this Agreement to the holders contrary, any issued and outstanding shares of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time JJI Stock held by a person who has neither voted in favor of the Merger nor consented in writing thereto in writing, and who otherwise complies with all the applicable statutory procedures under Section 262 provisions of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL concerning the rights of holders of shares of JJI Stock to dissent from the Merger and require appraisal of their shares of JJI Stock (the “Dissenting Stockholder”) shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration or any other amount pursuant to this Agreement, but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder with respect to shares for which appraisal rights have been perfected pursuant to the laws of the State of Delaware. Shares of JJI Stock with respect to which appraisal rights have been perfected are referred to as “Dissenting Shares”. The Dissenting Shares held by each Dissenting Stockholder that withdraws his, her or its demand for appraisal or fails to perfect, perfect or effectively withdraws or otherwise loses his, her, her or its rights right of appraisal, in any case pursuant to appraisal as provided in the DGCL, shall no longer be considered Dissenting Shares and shall be deemed to be canceled as of the Appraisal Shares of such stockholder will be converted into Effective Time in exchange for the right to receive the same portion of the Merger ConsiderationConsideration Rights that he, she or it would have received as set forth in this Section 1.4. The remaining Dissenting Stockholders shall be referred to as the “Appraisal Rights Stockholders”. JJI or, after the Effective Time, the Surviving Company shall give the Parent (i) prompt notice of any demands for appraisal of shares of JJI Stock received by JJI or the Surviving Company, as applicable, and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demands. JJI shall not, without interest and subject the prior consent of Parent, make any payment with respect to, or settle, offer to applicable withholding taxessettle or otherwise negotiate, any such demands. Notwithstanding anything in accordance with this Agreement to the contrary, (i) the Appraisal Rights Stockholders will not be entitled to any portion of the Merger Agreement. Section 262 Consideration or any payment pursuant to this Agreement and (ii) any amounts from the Merger Consideration and the Escrow Fund Amount which would have been paid to Appraisal Rights Stockholders had such Appraisal Rights Stockholders not become Appraisal Rights Stockholders shall be paid to and be the sole property of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before Surviving Company and neither the effective date of the merger, or the surviving corporation within 10 days thereafter, Stockholders nor any other Person shall notify each of the holders of have 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 such notice a copy of Section 262 of the DGCLright thereto.

Appraisal Rights. No To the extent that appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor ---------------- under Section 00-00-000 of the Merger nor consented thereto in writingSCBCA, shares of Company Common Stock that are issued and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled outstanding immediately prior to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date that have not been voted for adoption of payment this Agreement and will be compounded quarterly. Any such judicial determination with respect to which appraisal rights have been properly demanded in accordance with Section 00-00-000 of the fair value of SCBCA (the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal "Dissenting Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are ") shall not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the consideration provided for in Section 1.5 hereof at or after the Effective Time unless and until the holder of such shares becomes ineligible for such appraisal. If a holder of Dissenting Shares becomes ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event whichever later occurs, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Per Share Merger Consideration, without interest and subject to applicable withholding taxes, Consideration provided for in Section 1.5(a)(2) in respect of the Closing Consideration upon surrender of the Certificate representing such Dissenting Shares in accordance with the Merger Agreement. Section 262 1.6 hereof and in respect of the DGCL provides thatamount, if a merger was approved pursuant to any, from the Adjustment Escrow Amount and the Indemnification Escrow Amount, at the times specified in Section 251(h)1.6. The Company shall give Merger Partner prompt notice of any demands received by Company for appraisal of shares of Company Common Stock. Except with the prior written consent of Merger Partner or as may otherwise be required under applicable law, either a constituent corporation before the effective date of the mergerCompany shall not make any payment with respect to, or settle or offer to settle, any such demands. To the surviving corporation within 10 days thereafterextent payment is made in respect of Dissenting Shares, the agreement with the Paying Agent shall notify each of specify that the holders of Paying Agent shall pay to Merger Partner the Per Share Merger Consideration held by or at any class time received by Paying Agent (from the Adjustment Escrow Agent or series of stock of Indemnification Escrow Agent or otherwise) allocable to 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 such notice a copy of Section 262 of the DGCLshares.

Appraisal Rights. No In accordance with Section 1091(B) of the OGCA, no appraisal rights are shall be available to the holders of Shares shares of Company Class A Stock in connection with the OfferMerger. However, if the Merger is consummated, each holder Holders of Shares (the “Appraisal Shares”) at Company Voting Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a holder who has neither not voted those shares in favor of the Merger nor consented thereto in writingapproval and adoption of this Agreement, and who otherwise complies with the applicable statutory procedures under Section 262 shall have delivered a written demand for appraisal of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, those shares in accordance with the Merger Agreement. Section 262 OGCA and who, as of the DGCL provides thatEffective Time, if a merger was approved shall not have effectively withdrawn or lost this right to appraisal (the "Dissenting Shares") shall be entitled to those rights (but only those rights) as are granted by Section 1091 of the OGCA. Each holder of Dissenting Shares who becomes entitled to payment for those Dissenting Shares pursuant to Section 251(h), either a constituent corporation before the effective date 1091 of the mergerOGCA shall receive payment from the Surviving Corporation in accordance with the OGCA; provided, or the surviving corporation within 10 days thereafterhowever, that (i) if any holder of Dissenting Shares shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled have failed to establish their entitlement to appraisal rights as provided in Section 1091 of the approval OGCA, (ii) if any holder of Dissenting Shares shall have effectively withdrawn the holder's demand for appraisal of the merger holder's shares or lost the holder's right to appraisal and that payment for the holder's shares under Section 1091 of the OGCA or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 1091 of the OGCA, the holder shall forfeit the right to appraisal rights are available of those Dissenting Shares and each Dissenting Share shall be exchanged pursuant to Section 1.2 of this Agreement. The Company shall give Parent prompt notice of any demands received by the Company for any or all shares appraisal of such class or series of stock of such constituent corporationCompany Voting Stock, and Parent shall include in such notice a copy of Section 262 of have the DGCLright to conduct all negotiations and proceedings with respect to those demands.

Appraisal Rights. No appraisal rights are available to the holders Each issued and outstanding share of Shares in connection with the Offer. However, if the Merger Company Capital Stock that is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time held by a Person who has neither not voted in favor of the Merger nor or consented thereto in writingwriting or executed an enforceable waiver of appraisal rights to the extent permitted by applicable Legal Requirements and, and who otherwise complies with in the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive case of any element of value arising from the accomplishment or expectation of the Merger) and Person required to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an have exercised appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal rights under Section 262 of the DGCL fails as of the Effective Time of the Merger in order to perfectpreserve such rights, or effectively withdraws or loses hiswith respect to which appraisal rights under the DGCL have been properly exercised, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will shall not be converted into the right to receive any portion of the Preferred Stock Merger Consideration, the Closing Common Stock Merger Consideration or the Additional Merger Consideration, as the case may be, and shall be converted into the right to receive payment from the Surviving Corporation with respect thereto as provided by the DGCL, unless and until the holder of any such share shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, in which case such share shall thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate in accordance with Section 4C, a portion, without interest and subject to applicable withholding taxesinterest, in accordance with this Agreement, of (i) in the case of holders of Company Preferred Stock, the Preferred Stock Merger AgreementConsideration and (ii) in the case of holders of Company Common Stock, the Closing Common Stock Merger Consideration and the Additional Merger Consideration. Section 262 From and after the Effective Time, no Shareholder who has demanded appraisal rights shall be entitled to vote his, her or its shares of Company Capital Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to Shareholders of record at a date prior to the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the mergerEffective Time, or dividends that accrued thereon prior to the surviving corporation within 10 days thereafter, shall notify each Effective Time). Any shares of the holders of any class or series of stock of such constituent corporation who are entitled to Company Capital Stock for which 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 corporationhave been properly exercised, and shall include in such notice a copy of Section 262 of the DGCLnot subsequently withdrawn, lost or failed to be perfected, are referred to herein as “Dissenting Shares.”

Appraisal Rights. No appraisal rights are available Each share of Common Stock that is issued and outstanding immediately prior to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who and is held by a Person who, in accordance with Section 262 of the DGCL, (i) has neither not voted in favor of the Merger nor or consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 writing or executed an enforceable waiver of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares appraisal rights (exclusive of any element of value arising from the accomplishment whether before or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and after the date of payment this Agreement) and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an (ii) has properly demanded appraisal proceeding that, for purposes of such a proceedingshare of Common Stock, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as not effectively withdrawn, lost or failed to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its perfect their rights to appraisal as provided in appraisal, will not, at the DGCLEffective Time, the Appraisal Shares of such stockholder will be converted into the right to receive any portion of the Merger ConsiderationConsideration and instead will be cancelled and retired and shall cease to exist and shall represent only the right to receive payment from the Surviving Corporation with respect thereto as provided by the DGCL, unless and until the holder of any such share has failed to perfect or has effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, in which case such share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate in accordance with ARTICLE I, without interest and subject to applicable withholding taxesinterest, in accordance with this Agreement, the Merger AgreementConsideration. From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time). Any shares of Common Stock for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, in each case, in accordance with this Section 262 1.09 and the DGCL, are referred to in this Agreement as “Dissenting Shares.” The Company will give Buyer prompt notice of any demands for appraisal received by the Company, including any Stockholder’s notice of their intent to demand payment pursuant to the DGCL provides thatthat the Company receives, if a merger was approved withdrawals of such demands and any other instruments served pursuant to Section 251(h), either a constituent corporation before the effective date of DGCL and received by the merger, or the surviving corporation within 10 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 such notice a copy of Section 262 of the DGCLCompany.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if If the Merger is consummatedcompleted, each holder appraisal rights will be available in connection with the Merger as further described below, but, 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 “Appraisal Shares”Offer; (ii) at follow the Effective Time who has neither voted procedures set forth in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL; and (iii) do not thereafter lose their appraisal rights (by withdrawal, failure to perfect or otherwise), in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive a judicial determination payment of the “fair value value” of the Appraisal Shares (such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such a fair rate of interest, if any, as the Delaware court may determinedetermined by such court. Unless the Delaware court Court of Chancery in its discretion determines otherwise for good cause shown, this rate interest from the effective date of interest the Merger through the date of payment of the judgment will be five percent 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 Time effective date of the Merger and the date of payment and will be compounded quarterly. Any such judicial determination of the judgment. The “fair value value” of the Appraisal any Shares could be based upon considerations other than than, or in addition to to, the price paid in the Offer and the market value of the Appraisal such Shares. Stockholders should recognize that Moreover, the value “fair value” so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the MergerPrice. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal such Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger AgreementPrice. Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, merger or the surviving corporation within 10 ten days thereafter, 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 such notice a copy of Section 262 of the DGCL. The Schedule 14D-9 constitutes the formal notice of appraisal rights in connection with the Merger under Section 262 of the DGCL. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 of the DGCL in connection with the Merger, such stockholder must do all of the following: • within the later of the consummation of the Offer and twenty days after the date of mailing of the formal notice of appraisal rights, deliver to NetSuite a written demand for appraisal of Shares held, which demand must reasonably inform NetSuite 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. Under Section 262 of the DGCL, a demand for appraisal rights must be made by the record holder of Shares. If you do not hold your Shares of record and desire to exercise appraisal rights in connection with Table of Contents the Merger, you will need to arrange for the record holder to make the demand for appraisal rights on your behalf in compliance with Section 262 of the DGCL. 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 stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL is included as Annex B to the Schedule 14D-9. The information provided above is for informational purposes only with respect to your alternatives if the Merger is completed. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares, but, instead, upon the terms and subject to the conditions to the Offer, you will receive the Offer Price for your Shares.

Appraisal Rights. No Stockholders do not have appraisal rights are available to the holders as a result of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (that did not tender such Shares in the “Appraisal Shares”Offer) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal such holder’s Shares (exclusive of any element of value arising from the accomplishment or expectation of the MergerMerger or similar business combination) (“Appraisal Shares”), and to receive payment of such judicially determined amount fair value in cash, together with such a fair rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterlyAppraisal Shares held by such holder. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, than the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the MergerOffer. Moreover, we or Juno Steinway may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid for Shares in the Offer and or the Merger. Stockholders should also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and or the Merger, are not opinions as to to, and do not otherwise address, fair value under Section 262 of the DGCL. Table of Contents Parent, Purchaser and Steinway have agreed that any impact on the value of the Shares as a result of any prospective exercise by Purchaser of the Top-Up Option, if applicable, will not be taken into account in any determination of the fair value of any Shares in respect of which any holders thereof properly demand appraisal in accordance with Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, her or its rights to appraisal as provided in under the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, Offer Price in accordance with the Merger Agreement. A stockholder may withdraw a demand for appraisal by delivering to Steinway a written withdrawal of the demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 for perfecting appraisal rights may result in the loss of such rights. At the Effective Time, all Appraisal Shares will no longer be outstanding and will automatically be canceled and will cease to exist, and each holder of Appraisal Shares will cease to have any rights with respect thereto, except the rights provided under Section 262 of the DGCL provides thatDGCL. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 of the DGCL, or a merger was approved pursuant court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, then such Appraisal Shares will be deemed to have been converted at the Effective Time into, and to have become, the right to receive the Per Share Merger Consideration. The foregoing summary of the rights of stockholders seeking appraisal under Delaware law does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 251(h), either a constituent corporation before 262. The perfection of appraisal rights requires strict adherence to the effective date applicable provisions of the mergerDGCL. If a stockholder withdraws or loses the right to appraisal, or such stockholder will be entitled to receive only the surviving corporation within 10 days thereafter, shall notify each of Per Share Merger Consideration. You cannot exercise appraisal rights at this time. The information set forth above is for informational purposes only with respect to your alternatives if the holders of any class or series of stock of such constituent corporation who Merger is consummated. If you are entitled to appraisal rights in connection with the Merger, you will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith, including the text of the approval relevant provisions of Delaware law, before you have to take any action relating thereto. If you sell your Shares in the merger and that Offer, you will not be entitled to exercise appraisal rights are available for any or all shares of such class or series of stock of such constituent corporationwith respect to your Shares but, and shall include in such notice a copy of Section 262 of rather, will receive the DGCLOffer Price therefor.

Appraisal Rights. No You do not have appraisal rights are available to the holders as a result of Shares in connection with the Offer. However, if the Merger is consummated, each holder stockholders of Mxxxx who do not tender their Shares (in the “Appraisal Shares”) Offer, continue to hold Shares at the Effective Time who has time of the consummation of the Merger, neither voted vote in favor of the Merger nor consented consent thereto in writing, writing and who otherwise complies comply with the applicable statutory procedures under Section 262 of the DGCL, DGCL will be entitled to receive a judicial determination of the fair value of the Appraisal their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Mergersuch merger) and to receive payment of such judicially determined amount fair value in cash, together with such a fair rate of interest, if anyany (all such Shares collectively, as the Delaware court “Dissenting Shares”). Since appraisal rights are not available in connection with the Offer, no demand for appraisal under Section 262 of the DGCL may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, be made at this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterlytime. Any such judicial determination of the fair value of the Appraisal Dissenting Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be consideration paid pursuant to in the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Dissenting Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCLOffer. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses hisloses, herits, his or its her rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest price per Share paid in the Merger. A stockholder may withdraw his demand for appraisal by delivering to us a written withdrawal of his demand for appraisal and subject acceptance of the merger. Failure to applicable withholding taxes, in accordance with follow the Merger Agreement. steps required by Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before for perfecting appraisal rights may result in the effective date of the merger, or the surviving corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock loss of such constituent corporation who are entitled rights. We recommend that any Mxxxx stockholders wishing to pursue appraisal rights of with respect to 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 such notice a copy of Section 262 of the DGCLproposed Merger consult their legal advisors.

Appraisal Rights. No appraisal rights are available to the holders of Shares who tender such Shares in connection with the Offer. However, if If the Offer and Merger is are consummated, each holder the holders of Shares who (i) did not tender their Shares in the “Appraisal Shares”Offer; Table of Contents (ii) at follow the Effective Time who has neither voted procedures set forth in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL; and (iii) do not thereafter lose their appraisal rights (by withdrawal, failure to perfect or otherwise), in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive a judicial determination payment of the “fair value value” of the Appraisal Shares (such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interestinterest thereon, if any, as the Delaware court may determinedetermined by such court. Unless the Delaware court Court of Chancery in its discretion determines otherwise for good cause shown, this rate interest from the effective date of interest the Merger through the date of payment of the judgment will be five percent 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 Time effective date of the Merger and the date of payment and will be compounded quarterly. Any such judicial determination of the judgment. In determining the “fair value value” of any Shares, the Appraisal Court of Chancery will take into account all relevant factors. Holders of Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value “fair value” so determined could be higher or lower than, or the same as, the price per Share paid pursuant Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in Price) and that an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are is not opinions an opinion as to to, and does not otherwise address, “fair value value” under Section 262 of the DGCL. If any holder Moreover, we may argue in an appraisal proceeding that, for purposes of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCLsuch proceeding, the Appraisal Shares fair value of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger AgreementShares is less than such amount. Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, merger or the surviving corporation within 10 ten days thereafter, 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 such notice a copy of Section 262. The Schedule 14D-9 constitutes the formal notice by Loxo Oncology to its stockholders of appraisal rights in connection with the Merger under Section 262 of the DGCL. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 in connection with the Merger, such stockholder must do all of the following: • prior to the later of the consummation of the Offer and twenty days after the date of mailing of the Schedule 14D-9, deliver to Loxo Oncology a written demand for appraisal of Shares held, which demand must reasonably inform Loxo Oncology 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 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL is included as Annex B to the Schedule 14D-9. The information provided above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares, but, instead, upon the terms and subject to the conditions to the Offer, you will receive the Offer Price for your Shares.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (stockholders will have certain rights under the “Appraisal Shares”) at the Effective Time who has neither voted DGCL to dissent and demand appraisal of, and to receive payment in favor cash of the Merger nor consented thereto in writingfair value of, and who otherwise complies with their Shares. Such rights to dissent, if the applicable statutory procedures under Section 262 of the DGCLare met, will be entitled could lead to receive a judicial determination of the fair value of the Appraisal Shares Shares, as of the day prior to the date on which the stockholders’ vote was taken approving the Merger or similar business combination (exclusive of excluding any element of value arising from the accomplishment or expectation of the Merger) and ), required to be paid in cash to such dissenting holders for their Shares. In addition, such dissenting stockholders would be entitled to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this a fair rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will consummation of the Merger on the amount determined to be compounded quarterlythe fair value of their Shares. Any such judicial determination of In determining the fair value of the Appraisal Shares Shares, the court is required to take into account all relevant factors. Accordingly, such determination could be based upon considerations other than than, or in addition to the price paid in the Offer and to, the market value of the Appraisal Shares, including, among other things, asset values and earning capacity. Stockholders In Xxxxxxxxxx v. UOP, Inc., the Delaware 51 Table of Contents Supreme Court stated, among other things, that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should recognize that be considered in an appraisal proceeding. Therefore, the value so determined in any appraisal proceeding could be higher or lower than, or the same as, or more or less than, the purchase price per Share paid pursuant to in the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCLMerger consideration. If any holder of Appraisal Shares Company stockholder who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses hishis or her right to appraisal, her, or its rights to appraisal as provided in the DGCL, each of the Appraisal Shares of such stockholder holder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, Offer Price in accordance with the Merger Agreement. Section 262 A Company stockholder may withdraw his or her demand for appraisal by delivery to Purchaser of a written withdrawal of his or her demand for appraisal prior to the Merger. The foregoing summary of the rights of dissenting stockholders under the DGCL provides that, if does not purport to be a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date complete statement of the merger, or the surviving corporation within 10 days thereafter, shall notify each procedures to be followed by stockholders of the holders Company desiring to exercise any available appraisal rights. The preservation and exercise of any class or series of stock of such constituent corporation who are entitled to appraisal rights of require strict adherence to 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 such notice a copy of Section 262 applicable provisions of the DGCL. Failure to follow the steps required by the DGCL for perfecting appraisal rights may result in the loss of such rights. Any Company stockholder desiring to seek appraisal should consult their own legal advisor. Company stockholders who tender Shares in the Offer will not have appraisal rights.

Appraisal Rights. No appraisal rights are available Notwithstanding any provisions of this Agreement to the holders contrary, shares of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at Company Common Stock and Company Preferred Stock which are issued and outstanding immediately prior to the Effective Time and which are held by any Person who has neither not voted such shares of Company Common Stock or Company Preferred Stock in favor of the Merger, who shall have delivered a written demand for appraisal of such shares of Company Common Stock or Company Preferred Stock in the manner provided by the DGCL and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to appraisal (the "Appraisal Shares") shall not be converted into a right to receive the Merger nor consented thereto Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Appraisal Shares who becomes entitled to payment for such shares of Company Common Stock or Company Preferred Stock pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in writing, and who otherwise complies accordance with the applicable statutory procedures DGCL; provided, however, that (i) if any such holder of Appraisal Shares shall have failed to establish its entitlement to appraisal rights as provided in Section 262 of the DGCL, (ii) if any such holder of Appraisal Shares shall have effectively withdrawn its demand for appraisal of such shares of Company Common Stock or Company Preferred Stock or lost its right to appraisal and payment for its shares of Company Common Stock or Company Preferred Stock under Section 262 of the DGCL, will be entitled to receive or (iii) if neither any holder of Appraisal Shares nor the Surviving Corporation shall have filed a judicial petition demanding a determination of the fair value of the all Appraisal Shares (exclusive of any element of value arising from within the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount time provided in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any , such holder shall forfeit the right to appraisal of Appraisal Shares who demands appraisal under Section 262 such shares of Company Common Stock or Company Preferred Stock and each such share of Company Common Stock and Company Preferred Stock shall be treated as if such share of Company Common Stock or Company Preferred Stock had been converted, as of the DGCL fails to perfectEffective Time, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the a right to receive the Merger Consideration, without interest thereon, from the Surviving Corporation as provided in Section 2.01(b) hereof. The Company shall give Buyer prompt notice of any demands received by the Company for appraisal of Company Common Stock or Company Preferred Stock, and, until the Effective Time, Buyer shall have the right to participate in all negotiations and subject proceedings with respect to applicable withholding taxessuch demands. The Company shall not, in accordance except with the Merger Agreement. Section 262 prior written consent of the DGCL provides thatBuyer, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the mergermake any payment with respect to, or the surviving corporation within 10 days thereaftersettle or offer to settle, 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 such notice a copy of Section 262 of the DGCLdemands.

Appraisal Rights. No Notwithstanding any provision of this Agreement to the contrary, any outstanding shares of Clinigence Common Stock held by Persons who have exercised and perfected appraisal rights are available to the holders for such shares of Shares Clinigence Common Stock in connection accordance with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will if such Section provides for appraisal rights for such shares in the Merger (“Dissenting Shares”), and as of the Effective Time have neither effectively withdrawn nor lost any right to such appraisal, shall not be 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 until such Dissenting Stockholders fail to perfect, effectively withdraw or otherwise lose their appraisal rights under the DGCL. Notwithstanding the foregoing, if any Dissenting Stockholder shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then as of the Effective Time or the occurrence of such event, whichever occurs later, such Dissenting Shares shall automatically be converted into and represent only the right to receive a judicial determination portion of the Merger Consideration and any other amounts payable under this ARTICLE 3, without interest thereon, upon surrender of the Certificate or Certificates representing such Dissenting Shares in accordance with Section 3.2. Prior to the Effective Time, Clinigence shall provide iGambit prompt notice of any written demands for appraisal or payment of the fair value of any shares of Clinigence Common Stock, the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment withdrawal of such judicially determined amount in cash, together with such rate of interest, if any, as demands and any other related instruments served pursuant to the Delaware court may determineDGCL and received by Clinigence. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time Prior to time between the Effective Time Time, Clinigence shall provide iGambit the opportunity to participate in all negotiations and the date of proceedings with respect to demands for appraisal or payment and will be compounded quarterly. Any such judicial determination of the fair value of any shares of Clinigence Common Stock. Clinigence shall not, except with the Appraisal Shares could be based upon considerations other than prior written consent of iGambit, voluntarily make any payment with respect to any demands for appraisal or in addition to the price paid in the Offer and the market value payment of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as any shares of Clinigence Common Stock, offer to the fairness, from a financial point of view, of the consideration payable in a sale transaction, settle or settle any such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If demands or approve any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL 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 10 days thereafter, shall notify each of the holders withdrawal 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 such notice a copy of Section 262 of the DGCLdemands.

Appraisal Rights. No appraisal rights are available Notwithstanding anything in this Agreement to the holders of contrary, Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled outstanding immediately prior to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment held by a holder who is entitled to demand and will be compounded quarterly. Any properly demands appraisal for such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or pursuant to, and complies in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same asall respects with, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes provisions of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in (the DGCL, the Appraisal Shares of such stockholder will “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, without interest and subject but rather shall entitle such holder to applicable withholding taxes, payment of the fair value of such Shares in accordance with the Merger Agreement. Section 262 of the DGCL provides that(subject to any withholding of Taxes required by applicable Legal Requirements), unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. If after the Effective Time such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal, each such Share shall be treated as if it had been converted as of the Effective Time into a merger was approved right to receive the Merger Consideration without any interest thereon (less any amounts entitled to be deducted or withheld pursuant to Section 251(h2.6(e)). The Company shall give Parent prompt notice of any demands received by the Company for appraisal of Shares, either a constituent corporation before and Parent shall have the effective date right to participate in and direct all negotiations and proceedings with respect to such demands. 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. Parent shall not, except with the prior written consent of the mergerCompany, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands prior to the surviving corporation within 10 days thereafterOffer Acceptance Time. If any appraisal is made of Dissenting Shares and the Top-Up Option was exercised prior to the Effective Time, shall notify each then for purposes of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights appraisal, the cash received and/or value of the approval promissory note received by the Company in payment 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 such notice a copy of Section 262 exercise price of the DGCLTop-Up Option shall be treated as if it were not paid to or received by the Company and the Shares issued upon the exercise of the Top-Up Option shall be treated as if they were not issued or outstanding.

Appraisal Rights. No appraisal rights are available with respect to the holders of Shares tendered and accepted for purchase in connection with the Offer. However, if the Merger is consummated, each holder of stockholders who do not tender their Shares (in the “Appraisal Shares”) at the Effective Time Offer and who has neither voted in favor do not vote for adoption of the Merger nor consented thereto in writingAgreement will have certain rights under the DGCL to demand appraisal of, and who otherwise complies with to receive payment in cash of the applicable fair value of, their Shares, in lieu of the right to receive the Merger Consideration. Such rights to demand appraisal, if the statutory procedures under Section 262 of the DGCLare met, will be entitled could lead to receive a judicial determination of the fair value of the Appraisal Shares Shares, as of the Effective Time (exclusive of excluding any element of value arising from the accomplishment or expectation of the Merger) and ), required to be paid in cash to such dissenting holders for their Shares. In addition, such dissenting stockholders would be entitled to receive payment interest from the date of such judicially consummation of the Merger on the amount determined amount in cash, together with such rate to be the fair value of interest, if any, as the Delaware court may determinetheir Shares. Unless the Delaware court Court in its discretion determines otherwise for good cause shown, this rate of such interest will shall be five percent compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established in effect from time to time during the period between the Effective Time and the date of payment and will be compounded quarterlyof the judgment. Any such judicial determination of In determining the fair value of the Appraisal Shares Shares, the court is required to take into account all relevant factors. Accordingly, such determination could be based upon considerations other than than, or in addition to the price paid in the Offer and to, the market value of the Appraisal Shares, including, among other things, asset values and earning capacity. Stockholders In Xxxxxxxxxx v. UOP, Inc., the Delaware Supreme Court stated, among other things, that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should recognize that be considered in an appraisal proceeding. Therefore, the value so determined in any appraisal proceeding could be higher or lower than, or the same as, the price per Share paid pursuant to or more or less than, the Offer Price or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCLMerger Consideration. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL Delaware law fails to perfect, or effectively withdraws or loses his, her, or its his rights to appraisal as provided in the DGCLunder Delaware law, the Appraisal Shares each Share of such stockholder will be converted into the right to receive the Merger Consideration. A stockholder may withdraw his, without interest her or its demand for appraisal by delivering to GenTek a written withdrawal of his, her or its demand for appraisal and subject to applicable withholding taxes, in accordance acceptance of the Merger within 60 days after the Effective Time of the Merger (or thereafter with the Merger Agreement. Section 262 consent of the DGCL provides that, Surviving Corporation). The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law. You cannot exercise appraisal rights at this time. The information set forth above is for informational purposes only with respect to your alternatives 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 10 days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who Merger is consummated. If you are entitled to appraisal rights in connection with the Merger, you will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith, including the text of the approval relevant provisions of Delaware law, before you have to take any action relating thereto. If you sell your Shares in the merger and that Offer, you will not be entitled to exercise appraisal rights are available for any or all shares with respect to your Shares but, rather, will receive the Offer Price therefor. 34 Table of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCL.Contents

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder stockholders of Shares (the “Appraisal Shares”) Company at the Effective Time who has neither voted in favor time of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures will have certain rights under Section 262 of the DGCLDGCL to dissent and demand appraisal of, will be entitled and to receive payment in cash of the fair value of, their Shares. Such rights to dissent, if the statutory procedures are complied with, could lead to a judicial determination of the fair value of the Appraisal Shares (exclusive of excluding any element of value arising from the accomplishment or expectation of the Merger) and required to receive payment be paid in cash to such dissenting holders for their Shares. In determining the fair value of such judicially determined amount in cashthe Shares, together with such rate of interest, if any, as the a Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will would be five percent over the Federal Reserve discount rate (including any surcharge) as established from time required to time between the Effective Time and the date of payment and will be compounded quarterlytake into account all relevant factors. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than than, or in addition to to, the price paid in the Offer and the market value of the Appraisal Shares, including, among other things, asset values and earning capacity of the Company. Stockholders In Xxxxxxxxxx v. UOP, Inc., the Delaware Supreme Court stated, among other things, that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should recognize that be considered in an appraisal proceeding. Therefore, the value so determined in any appraisal proceeding could be higher more or lower than, or less than the same as, the purchase price per Share paid pursuant to the Offer or the consideration per share price Share to be paid pursuant to in the Merger. Moreover, we or Juno the Purchaser may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and or the Merger. Stockholders also should note that investment banking opinions as Failure to follow the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under steps required by Section 262 of the DGCLDGCL for perfecting appraisal rights may result in the loss of such rights. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses hishis or her right to appraisal, her, or its rights to appraisal as provided in the DGCL, each of the Appraisal Shares of such stockholder holder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, Offer Price in accordance with the Merger Agreement. Section 262 A holder of Shares may withdraw his or her demand for appraisal by delivery to the Purchaser of a written withdrawal of his or her demand for appraisal prior to the Merger. The foregoing summary of the rights of dissenting stockholders under the DGCL provides that, if does not purport to be a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date complete statement of the merger, or the surviving corporation within 10 days thereafter, shall notify each of the procedures to be followed by holders of Shares stockholders desiring to exercise any class or series available appraisal rights. The preservation and exercise of stock of such constituent corporation who are entitled to appraisal rights of require strict adherence to 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 such notice a copy of Section 262 applicable provisions of the DGCL.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if If the Merger is consummatedcompleted, each holder appraisal rights will be available in connection with the Merger as further described below, but, Table of 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 and 20 days after the mailing of the Schedule 14D-9, 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 “Appraisal Shares”Offer; (ii) at followed the Effective Time who has neither voted procedures set forth in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of to exercise and 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 DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive a judicial determination payment of the “fair value value” of the Appraisal Shares (such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such a fair rate of interest, if any, as the Delaware court may determinedetermined by such court. Unless the Delaware court Court of Chancery in its discretion determines otherwise for good cause shown, this rate interest from the effective date of interest the Merger through the date of payment of the judgment will be five percent 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 Time effective date of the Merger and the date of payment and will be compounded quarterly. Any such judicial determination of the judgment. The “fair value value” of the Appraisal any Shares could be based upon considerations other than than, or in addition to to, the price paid in the Offer and the market value of the Appraisal such Shares. Stockholders should recognize that Moreover, the value “fair value” so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the MergerPrice. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal such Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger AgreementPrice. Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, merger or the surviving corporation within 10 ten days thereafter, 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 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 Merger under Section 262 of the DGCL. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 in connection with the Merger, such stockholder must do all of the following: • within the later of the consummation of the Offer and twenty days after the date of mailing of the formal notice of appraisal rights, deliver to the 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; • continuously hold of record the Shares from the date on which the written demand for appraisal is made through the Effective Time; and • comply with the procedures of Section 262 of the DGCL for perfecting appraisal rights thereafter. Under Section 262, a demand for appraisal rights must be made by the record holder of Shares. If you do not hold your Shares of record and desire to exercise appraisal rights in connection with the Merger, you will need to arrange for the record holder to make the demand for appraisal rights on your behalf in compliance with Section 262. 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. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 is included as Xxxxx XX to the Schedule 14D-9. The information provided above is for informational purposes only with respect to your alternatives if the Merger is completed. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal rights with Table of Contents respect to your Shares, but, instead, upon the terms and subject to the conditions to the Offer, you will receive the Offer Price for your Shares.

Appraisal Rights. No Person who has perfected a demand for appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails (each such Person, a “Dissenting Stockholder”) shall be entitled to perfect, receive the portion of the Merger Consideration to which such Person would otherwise be entitled pursuant to Section 4.1 with respect to the Shares owned by such Person unless and until such Person shall have effectively withdrawn or effectively withdraws or loses his, her, or its rights lost such Person’s right to appraisal as under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment provided in by Section 262 of the DGCL with respect to Shares owned by such Dissenting Stockholder. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to stockholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to Dissenting Stockholders under the DGCL, provided that the Appraisal Company shall have the right to participate in such negotiations and proceedings. Except to the extent otherwise permitted pursuant to Section 6.1(a), the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. If any Person who would otherwise be deemed a Dissenting Stockholder shall have failed properly to perfect or shall have effectively withdrawn or lost the right to dissent with respect to any Shares, such Shares of shall thereupon be treated as though such stockholder will be Shares had been converted into the right to receive a portion of the Merger Consideration, without interest and subject to applicable withholding taxes, Consideration in accordance with the Merger Payment Schedule pursuant to Section 4.1. The Company shall use its reasonable best efforts to enforce its rights under Article 3 of that certain Fourth Amended and Restated Voting Rights Agreement, dated March 10, 2015, by and among the Company and the holders of Shares party thereto, with respect to any stockholder that seeks to exercise its appraisal rights. The aggregate amount, if any, by which any payment provided to Dissenting Stockholders by Section 262 of the DGCL provides that, if a merger was approved exceeds the portion of the Merger Consideration to which such Dissenting Stockholders would otherwise be entitled pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter4.1, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled be paid 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 Parent in such notice a copy of accordance with Section 262 of the DGCL9.2(a).

Appraisal Rights. No appraisal rights are available to the holders Each issued and outstanding share of Shares in connection with the Offer. However, if the Merger Company Capital Stock that is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time held by a Person who has neither not voted in favor of the Merger nor or consented thereto in writingwriting or executed an enforceable waiver of appraisal rights to the extent permitted by applicable law and, and who otherwise complies with in the applicable statutory procedures case of any Person required to have exercised appraisal rights under Section 262 of the DGCL, will be entitled to receive a judicial determination Delaware Corporation Law as of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of Merger in order to preserve such rights, with respect to which appraisal rights under the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower thanDelaware Corporation Law have been properly exercised, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are shall not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive any portion of the Preferred Stock Merger Consideration, the Closing Common Stock Merger Consideration or the Additional Merger Consideration, as the case may be, and shall be converted into the right to receive payment from the Surviving Company with respect thereto as provided by the Delaware Corporation Law, unless and until the holder of any such share shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the Delaware Corporation Law, in which case such share shall thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive a portion, without interest and subject to applicable withholding taxesinterest, in accordance with this Agreement, of (i) in the case of holders of Preferred Stock, the Preferred Stock Merger AgreementConsideration and (ii) in the case of holders of Company Common Stock, the Closing Common Stock Merger Consideration and the Additional Merger Consideration. Section 262 From and after the Effective Time, no stockholder shall be entitled to vote his, her or its shares of Company Capital Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to stockholders of record at a date prior to the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the mergerEffective Time, or dividends that accrued thereon prior to the surviving corporation within 10 days thereafterEffective Time, shall notify each but only to the extent included in the Preferred Stock Merger Consideration). Any shares of the holders of any class or series of stock of such constituent corporation who are entitled to Company Capital Stock for which 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 corporationhave been properly exercised, and shall include in such notice a copy of Section 262 of the DGCLnot subsequently withdrawn, lost or failed to be perfected, are referred to herein as “Dissenting Shares.”

Appraisal Rights. No appraisal rights are available Notwithstanding any provision of this Agreement to the holders of contrary and to the extent available under the IBCA, any Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at outstanding immediately prior to the Effective Time that are held by a shareholder (a “Dissenting Shareholder”) who has neither voted in favor of the Merger approval of this Agreement nor consented thereto in writing, writing and who has demanded properly in writing appraisal for such Shares and otherwise complies properly perfected and not withdrawn or lost its rights (the “Dissenting Shares”) in accordance with the applicable statutory procedures under Section 262 provisions of Division XIII of the DGCLIBCA will not be converted into, or represent the right to receive, the Per Share Merger Consideration. Such Dissenting Shareholders will be entitled to receive a judicial determination payment of the fair value of Dissenting Shares held by them in accordance with the Appraisal provisions of Division XIII of the IBCA, except that all Dissenting Shares (exclusive held by Shareholders who have failed to perfect or who effectively have withdrawn or lost their rights to appraisal of such Dissenting Shares pursuant to Section 490.1323 of the IBCA will thereupon be deemed to have been converted into, and represent the right to receive, the Per Share Merger Consideration in the manner provided in this Article III. The Company will give Merger Sub prompt notice of any element written demands for appraisal, attempted withdrawals of value arising from such demands and any other instruments served pursuant to applicable Law received by the accomplishment Company 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. The Company will not, except with the prior written consent of Merger Sub, make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or expectation settle any such demands or approve any withdrawal or other treatment of any such demands. Parent shall retain all amounts of the Merger) applicable Per Share Closing Payment Consideration and Per Share Contingent Consideration that would have been payable in respect of Dissenting Shares if appraisal rights had not been exercised with respect to receive payment such Dissenting Shares pending determination of such judicially determined amount in cash, together with such rate of interestthe amount, if any, as to be payable in respect thereof. In the Delaware court may determine. Unless 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 Delaware court 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 its discretion determines otherwise for good cause shown, this rate accordance with Section 10.1(a)(iii); provided further that to the extent that the aggregate amount of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time such applicable Per Share Closing Payment Consideration and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of Per Share Contingent Consideration is greater than the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same asAmount, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in amount of such excess shall constitute an appraisal proceeding that, increase for purposes of such a proceeding, calculating the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger Agreement. Section 262 of the DGCL 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 10 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 such notice a copy of Section 262 of the DGCLContingent Amount.

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if If the Merger is consummatedcompleted, each holder appraisal rights will be available in connection with the Merger as further described below, but, Table of 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 “Appraisal Shares”Offer; (ii) at followed the Effective Time who has neither voted procedures set forth in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of to exercise and 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 DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive a judicial determination payment of the “fair value value” of the Appraisal Shares (such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such a fair rate of interest, if any, as the Delaware court may determinedetermined by such court. Unless the Delaware court Court of Chancery in its discretion determines otherwise for good cause shown, this rate interest from the effective date of interest the Merger through the date of payment of the judgment will be five percent 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 Time effective date of the Merger and the date of payment and will be compounded quarterly. Any such judicial determination of the judgment. The “fair value value” of the Appraisal any Shares could be based upon considerations other than than, or in addition to to, the price paid in the Offer and the market value of the Appraisal such Shares. Stockholders should recognize that Moreover, the value “fair value” so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the MergerPrice. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal such Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, in accordance with the Merger AgreementPrice. Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger, merger or the surviving corporation within 10 ten days thereafter, 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 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 Merger under Section 262 of the DGCL.. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 in connection with the Merger, such stockholder must do all of the following: • within the later of the consummation of the Offer and twenty days after the date of mailing of the formal notice of appraisal rights, deliver to the 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. Under Section 262, a demand for appraisal rights must be made by the record holder of Shares. If you do not hold your Shares of record and desire to exercise appraisal rights in connection with the Merger, you will need to arrange for the record holder to make the demand for appraisal rights on your behalf in compliance with Section 262. 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. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 is included as Xxxxx XXX to the Schedule 14D-9. The information provided above is for informational purposes only with respect to your alternatives if the Merger is completed. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares, but, instead, upon the terms and subject to the conditions to the Offer, you will receive the Offer Price for your Shares. Table of Contents

Appraisal Rights. No Stockholders do not have appraisal rights are available to the holders as a result of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (that did not tender such Shares in the “Appraisal Shares”Offer) at the Effective Time Time, who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL262, will be entitled to receive a judicial determination of the fair value of the Appraisal such holder’s Shares (exclusive of any element of value arising from the accomplishment or expectation of the MergerMerger or similar business combination) (“Appraisal Shares”), and to receive payment of such judicially determined amount fair value in cash, together with such a fair rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterlyAppraisal Shares held by such holder. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, than the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the MergerOffer. Moreover, we or Juno the Company may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid for Shares in the Offer Offer. Parent, Purchaser and Terremark have agreed that any impact on the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, value of the consideration payable Shares as a result of any prospective exercise by Purchaser of the Top-Up Option will not be taken into account in a sale transaction, such as any determination of the Offer and the Merger, are not opinions as to fair value under of any Shares in respect of which any holders thereof properly demand appraisal in accordance with Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, her or its rights to appraisal as provided in under the DGCL, the Appraisal Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes, Offer Price in accordance with the Merger Agreement. A stockholder may withdraw a demand for appraisal by delivering to Terremark a written withdrawal of the demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 for perfecting appraisal rights may result in the loss of such rights. At the Effective Time, all Appraisal Shares will no longer be outstanding and will automatically be canceled and will cease to exist, and each holder of Appraisal Shares will cease to have any rights with respect thereto, except the rights provided under Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262, or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then such Appraisal Shares will be deemed to have been converted at the Effective Time into, and to have become, the right to receive the Merger Consideration. The foregoing summary of the DGCL provides that, if rights of stockholders seeking appraisal under Delaware law does not purport to be a merger was approved pursuant complete statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 251(h), either a constituent corporation before 262. The perfection of appraisal Table of Contents rights requires strict adherence to the effective date applicable provisions of the mergerDGCL. If a stockholder withdraws or loses the right to appraisal, or such stockholder will be entitled to receive only the surviving corporation within 10 days thereafter, shall notify each of Merger Consideration. You cannot exercise appraisal rights at this time. The information set forth above is for informational purposes only with respect to your alternatives if the holders of any class or series of stock of such constituent corporation who Merger is consummated. If you are entitled to appraisal rights in connection with the Merger, you will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith, including the text of the approval relevant provisions of Delaware law, before you have to take any action relating thereto. If you sell your Shares in the merger and that Offer, you will not be entitled to exercise appraisal rights are available for any or all shares of such class or series of stock of such constituent corporationwith respect to your Shares but, and shall include in such notice a copy of Section 262 of rather, will receive the DGCLOffer Price therefor.

Appraisal Rights. No appraisal rights are available Each share of Common Stock that is issued and outstanding immediately prior to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Shares”) at the Effective Time who and is held by a Person who, in accordance with Section 262 of the DGCL, (i) has neither not voted in favor of the Merger nor or consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 writing or executed an enforceable waiver of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares appraisal rights (exclusive of any element of value arising from the accomplishment whether before or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and after the date of payment this Agreement) and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an (ii) has properly demanded appraisal proceeding that, for purposes of such a proceedingshare of Common Stock, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as not effectively withdrawn, lost or failed to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its perfect their rights to appraisal as provided in appraisal, will not, at the DGCLEffective Time, the Appraisal Shares of such stockholder will be converted into the right to receive any portion of the Merger ConsiderationStock Consideration and instead will be cancelled and retired and shall cease to exist and shall represent only the right to receive payment from the Surviving Corporation with respect thereto as provided by the DGCL, unless and until the holder of any such share has failed to perfect or has effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, in which case such share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate in accordance with Article I, without interest and subject to applicable withholding taxesinterest, in accordance with this Agreement, the Merger AgreementStock Consideration. From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time). Any shares of Common Stock for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, in each case, in accordance with this Section 262 1.09 and the DGCL, are referred to in this Agreement as “Dissenting Shares.” The Company will give Buyer prompt notice of any demands for appraisal received by the Company, including any Stockholder’s notice of their intent to demand payment pursuant to the DGCL that the Company receives, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company. Buyer will have the right to participate in all negotiations and proceedings with respect to such demands; provided, that the Company shall direct all such negotiations and proceedings. The Company shall not, except with the prior written consent of Buyer (which consent, as long as the consideration that would otherwise be payable hereunder with respect to Dissenting Shares (assuming such shares were not Dissenting Shares) is not more than three percent (3%) of the DGCL provides thatEstimated Merger Consideration (or if not yet available, if a merger was approved pursuant to Section 251(hBuyer’s good faith estimate thereof), either a constituent corporation before the effective date shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to any demands for appraisal of the merger, settle or the surviving corporation within 10 days thereafter, shall notify each of the holders of offer to settle 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 such notice a copy of Section 262 of the DGCLdemand.

Appraisal Rights. No If holders of Company Common Stock are entitled to appraisal rights at the Effective Time of the Merger under Section 5.12 of the TBCA, the shares as to which appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares (the “Appraisal Dissenting Shares”) at shall not be converted into the Merger Consideration on or after the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the Appraisal Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly. Any such judicial determination of the fair value of the Appraisal Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Appraisal Shares. Stockholders should recognize that the value so determined could be higher or lower than, or the same as, the price per Share paid pursuant to the Offer or the per share price to be paid pursuant to the Merger. Moreover, we or Juno may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Appraisal Shares is less than the price paid in the Offer and the Merger. Stockholders also should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the DGCL. If any holder of Appraisal Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Appraisal Shares of such stockholder will but shall instead be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the TBCA. Each holder of Dissenting Shares (a “Dissenting Stockholder”) who, pursuant to the provisions of Section 5.12 of the TBCA, becomes entitled to payment of the value of shares of Company Common Stock held by such Dissenting Stockholder shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). In the event of the legal obligation, after the Effective Time of the Merger, to deliver the Merger ConsiderationConsideration to any Dissenting Stockholder who shall have failed to make an effective demand for appraisal or shall have lost his status as a Dissenting Stockholder, without interest Parent shall issue and subject to applicable withholding taxesdeliver, in accordance with upon surrender by such Dissenting Stockholder of his certificate or certificates representing shares of Company Common Stock, the Merger Agreement. Consideration to which such Dissenting Stockholder is then entitled under this Section 262 3.5 and Section 5.12 of the DGCL provides thatTBCA. To the extent that Parent or Company makes any payment or payments in respect of any Dissenting Shares, if a merger was approved pursuant Parent shall be entitled to recover under the terms of Section 251(h)9 hereof (i) the aggregate amount by which such payment or payments exceed the aggregate Merger Consideration that otherwise would have been payable in respect of such shares plus (ii) the aggregate fees and expenses of third parties (including reasonable attorney’s fees and expenses) incurred by Parent or the Surviving Corporation in connection with calculating, either a constituent corporation before settling or litigating the effective date of the mergeramount of, or the surviving corporation within 10 days thereaftermaking, 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 such notice a copy of Section 262 of the DGCLpayment.