Common use of Appraisal Rights Clause in Contracts

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, 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, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, any Dissenting Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”if any) shall not be converted into the right to receive the Per Share applicable portion of the Merger Consideration as provided in Section 2.1(a)Consideration, unless and until such Person but shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall instead be treated as if they had been converted into and become exchangeable for the right to receive, receive such consideration as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect may be determined to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights due with respect to any such SharesDissenting Shares pursuant to the DGCL or the CCC. From and Each holder of Dissenting Shares who, pursuant to the DGCL or the CCC, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the DGCL or the CCC (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, each holder of any Dissenting Shares shall only lose their status as Dissenting Shares, then any such shares shall immediately be entitled deemed to such consideration as may be due with respect have converted at the Effective Time into the right to such Dissenting Shares pursuant to Section 262 receive the applicable portion of the DGCLMerger 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 1.4(a), following the satisfaction of the applicable conditions set forth in Section 1.4(a), the applicable portion of the Merger Consideration as if such shares never had been Dissenting Shares. The Company shall give Parent provide to Acquirer (i) prompt notice of any demands for appraisalappraisal or purchase received by the Company, withdrawals of such demands, demands and any other instruments related to such demands served pursuant to applicable Law that are the DGCL or the CCC and received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled (ii) the right to direct all negotiations and proceedings with respect to any demand for appraisal such demands under the DGCLDGCL or the CCC. The Company shall not, except with the prior written consent of ParentAcquirer, or as otherwise required under the DGCL or the CCC, voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any claim or settle any such demands or approve any withdrawal demand in respect of any such demandsDissenting Shares. Subject to Section 8.2, except the payout of consideration under this Agreement to the Company Securityholders (other than in respect of Dissenting Shares, which shall be treated as required provided in this Section 1.3(e) and under the DGCL or the CCC) shall not be affected by applicable Lawthe exercise or potential exercise of appraisal rights or dissenters’ rights under the DGCL or the CCC by any other Company Stockholder.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, if any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor stockholder of the Merger nor consented thereto in writing and who shall have Company that is entitled to assert appraisal rights properly demanded appraisal in writing demands to be paid the “fair value” of such holder’s shares of Company Capital Stock in accordance with the DGCL and complies with all conditions and obligations of Section 262 of the DGCL and have DGCL, including that such perfected appraisal rights are not effectively withdrawn or lost, each Dissenting Share held by such demand (collectively, “Dissenting Shares”) Stockholder shall not be converted at the Effective Time into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a)Consideration, unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares but shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect entitled only to such Shares. From and after rights as are granted by the Effective Time, each DGCL to a holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCLShares. The Company shall give Parent (i) prompt notice of any such demands for appraisalreceived 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, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company or any of its Representatives relating to stockholders’ rights of appraisalCompany, and Parent shall be entitled (ii) the right to direct all negotiations and proceedings with respect to any demand for appraisal such demands under the DGCL. The Company shall not, except with the prior written consent of Parent, make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any claim or settle any such demands or approve any withdrawal demand in respect of any Dissenting Shares. If, as of the Effective Time, any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost the right to seek appraisal rights, the Dissenting Shares held by such demandsDissenting Stockholder shall immediately be converted into the right to receive the Per Share Merger Consideration in respect of such shares as if such shares never had been Dissenting Shares, except and Parent shall issue and deliver to the holder thereof, at (or as required by promptly as reasonably practicable after) the applicable Lawtime or times specified in Section 2.8(c), following the satisfaction of the applicable conditions set forth in Section 2.8(c), the amount of cash to which such holder would be entitled in respect thereof under Section 2.7(a) as if such shares never had been Dissenting Shares (and all such cash shall be deemed for all purposes of this Agreement to have become deliverable to such holder pursuant to Section 2.7(a)).

Appraisal Rights. (i) Notwithstanding anything in this Agreement to the contrary, any Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall that are owned by stockholders that have properly demanded perfected their rights of appraisal in writing in accordance with within the meaning of Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “the "Dissenting Shares”") shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a)Consideration, unless and until such Person stockholders shall have failed to perfect any available right of appraisal under applicable law, but, instead, the holders thereof shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Timeappraisal, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and shares of Company Common Stock held by such Shares stockholder shall not be deemed Dissenting Shares, Shares for purposes of this Agreement and such holder thereof shall cease thereupon be deemed to have been converted into the Merger Consideration at the Effective Time in accordance with Section 2.6(b). (ii) Company shall give Parent (A) prompt notice of any demands for appraisal filed pursuant to Section 262 of the DGCL received by Company, withdrawals of such demands and any other rights instruments served or delivered in connection with such demands pursuant to the DGCL and received by Company and (B) the opportunity to participate in all negotiations and proceedings with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares demands made pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, (x) make any payment with respect to any demands for appraisalsuch demand, (y) offer to settle or settle any such demands demand or approve (z) waive any withdrawal of failure to timely deliver a written demand for appraisal or timely take any such demands, except as required by applicable Lawother action to perfect appraisal rights in accordance with the DGCL.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any No holder of Dissenting Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, a “Dissenting SharesStockholder”) shall not be converted into the right entitled to receive the Per Share any Merger Consideration as provided or dividends or other distributions pursuant to Section 4.2(c) in Section 2.1(a), respect of such Dissenting Shares unless and until such Person holder shall have failed to perfect or shall have effectively withdrawn or lost such Personholder’s right to seek appraisal of its Dissenting Shares under the DGCL, at which time and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. 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, such Dissenting Shares shall thereupon be treated as if they though such Dissenting Shares had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares4.1. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company Cameron shall give Parent Schlumberger US (a) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Applicable Law that are received by the Company or any of its Representatives Cameron relating to stockholders’ rights of appraisal, appraisal and Parent shall be entitled (b) the opportunity to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCL. The Company Cameron shall not, except with the prior written consent of ParentSchlumberger US, voluntarily make any payment with respect to any demands for appraisalappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands. For purposes of this Agreement, except “Dissenting Shares” means shares of Cameron Common Stock as required by applicable Lawto which the holder thereof has exercised appraisal rights pursuant to Section 262 of the DGCL.

Appraisal Rights. Notwithstanding anything If holders of any shares of Seller Stock (i) are entitled to dissent from the Merger and demand appraisal of any such Seller Stock in this Agreement to accordance with the contrary, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor provisions of the DGCL concerning the right of such holders to dissent from the Merger nor consented thereto in writing and who shall demand appraisal of their Seller Stock or (ii) have properly demanded exercised appraisal in writing rights with respect to their Seller Stock in accordance with Section 262 of the DGCL and ("Dissenting Holders"), any Seller Stock held by a Dissenting Holder as to which appraisal has been so demanded or for which such dissenter's rights have not effectively withdrawn such demand been properly exercised (collectively, “"Dissenting Shares”") shall not be converted into as described in Section 2.1, but shall, from and after the Closing, represent only the right to receive such consideration as may be determined to be due to such Dissenting Holder pursuant to the Per Share Merger Consideration as provided DGCL; provided, however, that each share of Seller Stock held by a Dissenting Holder who shall, after the Closing, withdraw his demand for appraisal or lose his right of appraisal with respect to such shares of Seller Stock, in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right either case pursuant to appraisal under the DGCL, at which time such shall not be deemed Dissenting Shares but shall be treated as if they had been converted into and become exchangeable for the right deemed to receivebe converted, as of the Effective Time, into the Per Share Merger Consideration as provided right to receive BEA Common Stock in accordance with Section 2.1(a), without interest and after giving effect to 2.1 hereof. Seller shall give BEA (i) prompt notice of any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to written demands under Section 262 of the DGCL. The Company shall give Parent prompt notice DGCL with respect to any shares of capital stock of Seller, any withdrawal of any such demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL and received by Seller and (ii) the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled opportunity to direct all negotiations and proceedings with respect to any demand for appraisal demands under Section 262 of the DGCL. The Company shall not, except with the prior written consent of Parent, make any payment DGCL with respect to any demands for appraisalshares of capital stock of Seller. Seller shall cooperate with BEA concerning, and shall not voluntarily make any payments with respect to, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything No appraisal rights are available in this Agreement connection with the Offer. However, if the Merger is consummated, stockholders of the Company have certain rights under the Delaware GCL to dissent and demand appraisal of, and payment in cash of the fair value of, their Shares. Such rights, if the statutory procedures are complied with, could lead to a judicial determination of the fair value (excluding any element of value arising from the accomplishment or expectation of the Merger) required to be paid in cash to such dissenting holders for their Shares. Any such judicial determination of the fair value of Shares could be based upon considerations other than or in addition to the contraryprice paid in the Offer and the market value of the Shares, including asset values and the investment value of the Shares. The value so determined could be more or less than the purchase price per Share pursuant to the Offer or the consideration per Share to be paid in the Merger. Delaware State Takeover Laws. Under the Delaware GCL, if the Offeror acquires less than 90% of each class of the outstanding Shares, the Merger would require, among other things, the affirmative vote of the holders of at least a majority of all the outstanding Shares. If the Offeror acquires, pursuant to the Offer or otherwise, including pursuant to the Option Agreement, voting power with respect to at least a majority of the outstanding Shares (which would be the case if the Minimum Condition is satisfied), it will have the voting power to effect the merger without the vote of any other stockholder, which it intends to do. The Delaware GCL also provides that if a parent company owns at least 90% of each class of stock of a subsidiary, the parent company can effect a merger with the subsidiary without the authorization of the other stockholders of the subsidiary. Accordingly, if the Offeror acquires 90% or more of the outstanding Shares pursuant to the Offer and the Option Agreement, or otherwise, the Offeror could, and intends to, consummate the Merger without the approval of Common Stock any other stockholders of the Company. In addition, several decisions by Delaware courts have held that, in certain instances, a controlling stockholder of a corporation involved in a merger has a fiduciary duty to the other stockholders that are issued requires the merger to be fair to such other stockholders. In determining whether a merger is fair to minority stockholders, the Delaware courts have considered, among other things, the type and amount of consideration to be received by the stockholders and whether there were fair dealings among the parties. The Delaware Supreme Court has indicated in recent decisions that in most cases the remedy available in a merger that is found not to be "fair" to minority stockholders is the right to appraisal described above or a damages remedy based on essentially the same principles. Delaware GCL ss. 203 prohibits business combination transactions involving a Delaware corporation and an "interested stockholder" (defined generally as any person that directly or indirectly beneficially owns 15% or more of the outstanding immediately voting stock of the subject corporation) for three years following the date such person became an "interested stockholder," unless certain exceptions apply, including that prior to such date the Company Board approved either the business combination or the transaction which resulted in such person being an interested stockholder. As set forth below, the Company Board has taken actions to make Delaware GCL ss. 203 inapplicable to the Parent and the Offeror in connection with the Offer, the Merger and the Option Agreement. In the Merger Agreement, the Company represented that the Company Board has unanimously approved the Merger Agreement and the Option Agreement and the transactions contemplated thereby, including the Offer and the Merger, for purposes of Delaware GCL ss. 203, such approval occurring prior to the Effective Time time the Offeror became a "interested stockholder" as defined in Delaware GCL ss. 203, so that the provisions thereof are not applicable to such transactions. Other State Takeover Laws. A number of other states have adopted laws and as regulations applicable to attempts to acquire securities of corporations which are incorporated, or have substantial assets, stockholders, principal executive offices or principal places of business, or whose business operations otherwise have substantial economic effects in such states. In Xxxxx x. MITE Corp., in 1982, the holders thereof have neither voted in favor Supreme Court of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of Unites States (the DGCL and have not effectively withdrawn such demand (collectively"U.S. Supreme Court") invalidated on constitutional grounds the Illinois Business Takeover statute, “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receivewhich, as a matter of the Effective Timestate securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Per Share Merger Consideration U.S. Supreme Court held that the State of Indiana may, as provided a matter of corporate law and, in Section 2.1(a)particular, without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after those aspects of corporate governance, constitutionally disqualify a potential acquirer from voting on the Effective Time, each holder affairs of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 a target corporation without the prior approval of the DGCLremaining stockholders. The Company shall give Parent prompt notice state law before the U.S. Supreme Court was by its terms applicable only to corporations that had a substantial number of any demands for appraisalstockholders in the state and were incorporated there. The Company, withdrawals directly or through subsidiaries, conducts business in a number of such demandsstates throughout the United States, and any other instruments served pursuant to applicable Law that are received by the Company or some of which have enacted takeover laws. The Offeror does not know whether any of its Representatives relating these laws will, by their terms, apply to stockholders’ rights of appraisal, the Offer or the Merger and Parent shall be entitled to direct all negotiations and proceedings has not complied with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal, offer to settle or settle any such demands laws. Should any person seek to apply any state takeover law, the Offeror will take such action as then appears desirable, which may include challenging the validity or approve any withdrawal applicability of any such demandsstatute in appropriate court proceedings. In the event it is asserted that one or more state takeover laws is applicable to the Offer or the Merger, except and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer, the Offeror might be required by applicable Lawto file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, the Offeror might be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, the Offeror may not be obligated to accept for payment any Shares tendered. See Section 14 "--Certain Conditions to the Offeror's Obligations."

Appraisal Rights. Notwithstanding anything in any other provision of this Agreement to the contrary, any Shares shares of HSB Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted are held by an HSB Shareholder who did not vote in favor of the Merger nor consented (or consent thereto in writing writing) and who shall have is entitled to demand and properly demanded appraisal demands the fair value of such shares pursuant to, and who complies in writing in accordance with Section 262 all respects with, the provisions of Sections 14-2-1321 and 14-2-1323 of the DGCL and have not effectively withdrawn such demand GBCC (collectively, the “Dissenting Appraisal Shares”) ), shall not be converted into or represent the right to receive the Per Share Merger Consideration as provided Consideration. Such HSB Shareholders instead shall be entitled to receive payment of the fair value of such shares held by them in Section 2.1(a)accordance with Sections 14-2-1301 to 14-2-1332 of the GBCC, unless and until such Person except that all Appraisal Shares held by HSB Shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost such Person’s right to appraisal their rights as dissenting shareholders under the DGCL, at which time such Shares GBCC shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable for the right to receiveexchangeable, as of the Effective Time, for the Per Share right to receive, without any interest thereon, the Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares2.7. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company HSB shall give Parent ABCB (i) prompt notice of any written demands for appraisalpayment of fair value of any shares of HSB Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the GBCC and received by the Company or any of its Representatives HSB relating to stockholdersshareholders’ dissenters’ rights of appraisal, and Parent shall be entitled (ii) the opportunity to direct participate in all negotiations and proceedings with respect to any demand for appraisal demands under the DGCLGBCC consistent with the obligations of HSB thereunder. The Company HSB shall not, except with the prior written consent of ParentABCB, make any payment with respect to any demands for appraisalsuch demand, offer to settle or settle any such demands demand for payment of fair value or approve waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands, except as required by applicable Lawother action to perfect payment of fair value rights in accordance with the GBCC. Any portion of the Merger Consideration made available to the Exchange Agent to pay for shares of HSB Common Stock for which appraisal rights have been perfected shall be returned to ABCB upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time which are held by a stockholder who is entitled to demand and as to which properly demands appraisal of such shares pursuant to, and complies in all respects with, the holders thereof have neither voted in favor provisions of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, the “Dissenting SharesStockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration (the “Dissenting Shares”), but instead such Dissenting Stockholder shall be entitled to receive such consideration as provided may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such Dissenting Stockholder shall cease to have any rights with respect thereto, except the rights set forth in Section 2.1(a262 of the DGCL), unless and until such Person Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such Personright, such Dissenting Stockholder’s right to appraisal under the DGCL, at which time such Shares shares of Company Common Stock 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 Per Share Merger Consideration as provided for each such share of Company Common Stock, in accordance with Section 2.1(a3.1(c), without any interest thereon and after giving effect to less any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCLapplicable withholding taxes. The Company shall give Parent (i) prompt notice of any written demands for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, appraisal and Parent shall be entitled (ii) the opportunity to direct all negotiations and proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall notNo party shall, except with without the prior written consent of Parentthe other parties hereto, make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, any Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) constitute Appraisal Shares shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such each holder of Appraisal Shares shall be treated as if they had been converted into and become exchangeable for the right entitled only to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to receive such consideration as may is determined to be due with respect to such Dissenting Appraisal Shares pursuant to Section 262 of the DGCL. From and after the Effective Time, a holder of Appraisal Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If any holder of Appraisal Shares shall fail to perfect or shall otherwise waive, withdraw or lose such holder’s right to appraisal under Section 262 of the DGCL, then (i) the right of such holder to be paid such consideration as is determined to be due pursuant to Section 262 of the DGCL shall cease, and (ii) such Appraisal Shares shall be deemed to have been converted as of the Effective Time into and have become exchangeable only for the right to receive (upon the surrender of the Company Stock Certificates or Book Entry Shares previously representing such Appraisal Shares) the Merger Consideration, without interest and reduced by the amount of any withholding that is required under applicable Tax Law, in accordance with Section 2.5. (b) The Company shall give Parent prompt (i) written notice within 24 hours of any demands demand by any stockholder of the Company for appraisal, withdrawals appraisal of such demandsstockholder’s Company Common Stock pursuant to Section 262 of the DGCL, any written waiver or withdrawal of any such demand, and any other instruments served pursuant demand, notice or instrument delivered to applicable Law that are received by the Company or any of its Representatives relating prior to stockholders’ rights of appraisalthe Effective Time that relates to such demand, and Parent shall be entitled (ii) the opportunity to participate in, and direct all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demand. The Company shall not, except with the prior written consent of Parent, not make any payment with respect to any demands for appraisal, offer to settle appraisal or settle any such demands or approve any withdrawal for appraisal without the prior written consent of any such demands, except as required by applicable LawParent.

Appraisal Rights. Notwithstanding In the event the Share Exchange entitles holders of Company Common Stock to appraisal rights under Part 13 of the MBCA and notwithstanding anything in this Agreement to the contrary, any Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted are held by a shareholder who did not vote in favor of the Merger nor consented Share Exchange (or consent thereto in writing writing) and who shall have is entitled to demand and properly demanded demands appraisal in writing in accordance with Section 262 of such shares (the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Part 13 of the MBCA (the “Dissenting Shareholders”), shall not be converted into exchanged or be exchangeable for the right to receive the Per Share Merger Exchange Consideration as provided in Section 2.1(a2.01(b), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Part 13 of the MBCA (and at the Effective Time, such holders shall cease to have any rights with respect to any shares of Company Common Stock held by such holders, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Part 13 of the MBCA), unless and until such Person holder shall have effectively failed to perfect or shall have withdrawn or lost rights to appraisal under the MBCA. If any Dissenting Shareholder shall have failed to perfect or shall have withdrawn or lost such Personright, such holder’s right to appraisal under the DGCL, at which time such Shares shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable exchanged for the right to receive, as of the Effective Time, the Per Share Merger Exchange Consideration as provided for each such share of Company Common Stock, in accordance with Section 2.1(a)2.01, without any interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCLthereon. The Company shall give Parent (i) prompt notice of any notices of intent to seek appraisal and written demands for appraisalappraisal of any shares of Company Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the MBCA and received by the Company or any of its Representatives relating to stockholdersshareholders’ rights of appraisal, appraisal and Parent shall be entitled (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any demand demands for appraisal under the DGCLMBCA. The Company shall not, except with the prior written consent Table of Parent, 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, except as required by applicable Law.Contents

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, any Dissenting Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Per Share applicable portion of the Merger Consideration as provided in Section 2.1(a)Consideration, unless and until such Person but shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall instead be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to Section 262 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 value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the First 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 First Effective Time into the right to receive the applicable portion of the DGCLMerger Consideration in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall cause to be issued and delivered to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.4(a), following the satisfaction of the applicable conditions set forth in Section 1.4(a), the applicable portion of the Merger Consideration as if such shares never had been Dissenting Shares. The Company shall give Parent provide to Acquirer (i) prompt notice of any demands for appraisalappraisal or purchase received by the Company, withdrawals of such demands, demands and any other instruments related to such demands served pursuant to applicable Delaware Law that are or California Law and received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled (ii) the right to direct all negotiations and proceedings with respect to any demand for appraisal such demands under the DGCLDelaware Law or California Law. The Company shall not, except with the prior written consent of ParentAcquirer, or as otherwise required under Delaware Law or California Law, voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any claim or settle any such demands or approve any withdrawal demand in respect of any such demandsDissenting Shares. Subject to Sections 1.4(b) and Article 8, except the payout of consideration under this Agreement to the Converting Holders (other than in respect of Dissenting Shares, which shall be treated as required provided in this Section 1.3(e) and under Delaware Law or California Law) shall not be affected by applicable Lawthe exercise or potential exercise of appraisal rights or dissenters’ rights under Delaware Law or California Law by any other Company Stockholder.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and as to which the holders thereof have neither continuously held such Shares through the date shown on the Certificate of Merger giving effect to the Merger, have not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have properly demanded appraisal in writing with respect thereto in accordance with with, and who have complied with, Section 262 of the DGCL with respect to any such Shares and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have failed to perfect, effectively withdrawn withdrawn, waived or lost such Person’s right to appraisal under the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each Each holder of Dissenting Shares shall only be entitled to such consideration as may be due receive only the payment provided by Section 262 of the DGCL with respect to such the Dissenting Shares Shares. The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisal and any instruments served pursuant to Section 262 of the DGCL. The DGCL that are received by the Company shall give Parent prompt notice relating to stockholders’ rights of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company or any in respect of its Representatives relating Dissenting Shares pursuant to stockholders’ rights Section 262 of appraisal, the DGCL and (ii) the opportunity to participate in all negotiations and proceedings with respect to such notices and demands. Parent shall be entitled have the right to direct and control all negotiations and proceedings with respect to any demand for appraisal under such demands, withdrawals or attempted withdrawals of such demands; provided that, after the DGCLdate hereof until the Effective Time, Parent shall consult with the Company with respect to such negotiations and proceedings. The Company shall not, except with the prior written consent of ParentParent (not to be unreasonably withheld, conditioned or delayed), and prior to the Effective Time, Parent shall not, except with the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), make any payment with respect to any demands for appraisal, appraisal or offer to settle or compromise, or settle or compromise, any such demands demands, or approve any withdrawal of any such demands, except as required by applicable Lawor waive any failure to timely deliver a written demand for appraisal or otherwise to comply with Section 262 of the DGCL, or otherwise agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as are held by a stockholder (each, a “Dissenting Stockholder”) who is entitled to which exercise, and properly exercises, dissenter’s rights with respect to such shares pursuant to, and who complies in all respects with, the holders thereof have neither voted in favor provisions of Section 262 of the DGCL (collectively, the “Dissenting Shares”) will not be converted into or exchangeable for or represent the right to receive the Merger nor consented thereto Consideration (except as provided in writing this Section 2.4) and who shall have properly demanded appraisal in writing will entitle such Dissenting Stockholder only to payment of the fair value of such Dissenting Shares as may be determined to be due to the holder of such Dissenting Shares in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a)DGCL, unless and until such Person shall Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses (through failure to perfect or otherwise) the right to appraisal. If any Dissenting Stockholder will have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s (through failure to perfect or otherwise) the right to appraisal under appraisal, then as of the DGCLlater of the Effective Time or the occurrence of such event, at which time the Dissenting Shares held by such Shares shall Dissenting Stockholder will be treated as if they had been cancelled and converted into and become exchangeable for represent the right to receive, as of the Effective Timewithout any interest thereon, the Per Share Merger Consideration as provided in Section 2.1(a)accordance with ARTICLES I and II hereof, without interest and after giving effect less applicable withholding taxes, if any, required to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shareswithheld. From and after the Effective Time, each holder of Dissenting Shares shall only will not be entitled to such consideration as may vote for any purpose or be due with respect entitled to such Dissenting Shares pursuant the payment of dividends or other distributions (except dividends or other distributions payable to Section 262 stockholders of record prior to the DGCLEffective Time). The Company shall give Parent prompt notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCL. The Company shall will not, except with the prior written consent of Parent, voluntarily make (or cause or permit to be made on its behalf) any payment with respect to any demands for appraisalto, or settle or make a binding offer to settle or settle with (unless it results in the withdrawal of an appraisal demand), any Dissenting Stockholder regarding its exercise of dissenter’s rights prior to the Effective Time. The Company will give Parent notice of any such demands or approve prior to the Effective Time, and Parent will have the right to participate in all negotiations and proceedings with respect to any withdrawal exercise by any stockholder of any such demands, except as required by applicable Lawdissenter’s rights.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, any Shares shares of Raptor Common Stock that are issued and outstanding that, as of immediately prior to the Effective Time Time, are held by holders who have as of such time exercised and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded perfected appraisal in writing in accordance with rights under Section 262 of the DGCL and have not effectively withdrawn with respect to such demand shares (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Per Share Merger Consideration as provided shares of TPT Common Stock in accordance with Section 2.1(a1.5(a)(iii), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as cash in lieu of the Effective Time, the Per Share Merger Consideration as provided fractional shares in accordance with Section 2.1(a1.5(c), without interest and after giving effect attributable to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and the holder or holders of such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled only to such consideration rights as may be due with respect granted to such Dissenting Shares holder or holders pursuant to Section 262 of the DGCL. The Company ; provided, however, that if such appraisal rights shall not be perfected or the holders of such Dissenting Shares shall otherwise lose their appraisal rights with respect to such Dissenting Shares, then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such rights, such Dissenting Shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of such holder’s Raptor Stock Certificate(s) in accordance with Section 1.8) shares of TPT Common Stock in accordance with Section 1.5(a)(iii) and cash in lieu of fractional shares in accordance with Section 1.5(c). (b) Raptor shall give Parent TPT prompt notice of any demands for appraisalwritten demand received by Raptor prior to the Effective Time to require Raptor to purchase shares of Raptor Common Stock pursuant to Section 262 of the DGCL, withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are on Raptor and any material correspondence received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings Raptor in connection with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, 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, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares each share of Common Stock that are is issued and outstanding immediately prior to the Effective Time and as that is held by a Stockholder who is entitled to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have has properly demanded exercised and perfected appraisal in writing in accordance with rights under Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, the “Dissenting Shares”) shall not be converted into or exchangeable for the right to receive the Per Share applicable portion of the Aggregate Merger Consideration as provided set forth in Section 2.1(a2.04(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares but shall be treated as if they had been converted into and become or be exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to receive such consideration as may shall be determined to be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL; provided, however, that if such Stockholder fails to perfect or effectively withdraws or loses the right to appraisal and payment under the DGCL, each share of Common Stock held by such Stockholder immediately prior to the Effective Time shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the applicable portion of the Aggregate Merger Consideration set forth in Section 2.04(a) (without interest), and such share shall no longer be a Dissenting Share. The Company shall give Parent prompt notice of any demands received by it for appraisalappraisal of shares of Common Stock, withdrawals of such demands, demands and any other related instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and it. Parent shall be entitled have the right, to direct the extent reasonably practicable, to receive notice of and participate in all negotiations and proceedings with respect to any demand for such demands and the exercise of such appraisal rights under the DGCL. The Company shall not, except Except with the prior written consent of ParentParent and, if prior to the Closing, the Company, no party hereto shall make any payment with respect to any demands for appraisalto, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, except as . The Company shall provide to those Stockholders who did not execute the Written Consent all information required by Section 228 of the DGCL, including the information with respect to appraisal rights required by Section 262 of the DGCL, and any other Applicable Law (including any other applicable Lawsection of the DGCL and the securities laws).

Appraisal Rights. Notwithstanding anything to the contrary set forth in this Agreement Agreement, if required by Delaware Law (but only to the contraryextent required thereby), any Shares shares of Company Common Stock that are issued and outstanding immediately prior to held by any stockholder of the Effective Time and as to which the holders thereof have Company who has (i) neither voted in favor of the Merger adoption of this Agreement nor consented thereto in writing and who shall have (ii) properly demanded and validly exercised their statutory rights of appraisal in writing respect of such shares of Company Common Stock in accordance with Section 262 of Delaware Law (the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Company Shares”) shall ), will not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a)into, unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for represent the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings merger consideration pursuant to Section 2.3(e1.8(a) and such Shares shall not be deemed Dissenting Shares, and such holder instead will entitle the holders thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled rights as are granted to such consideration as may be due with respect to such Dissenting Shares pursuant to holders by Section 262 of the DGCLDelaware Law. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, withdrawals or attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating to the Company’s stockholders’ rights demands of appraisal, appraisal and Parent shall be entitled (ii) the right to direct participate in (but not direct) all negotiations and proceedings with respect to any demand for appraisal under Delaware Law, including any determination to make any payment to a holder of Dissenting Company Shares under Section 262(h) of Delaware Law prior to the DGCLentry of judgment in the Legal Proceedings with respect to any demand for appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle any such demands or approve any withdrawal of any such demands, except or agree to do any of the foregoing in respect of any Dissenting Shares. If, after the Effective Time, any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the right to seek appraisal rights, the Dissenting Shares, pursuant to Section 262 of Delaware Law, will thereupon be deemed to have been converted into, as required by applicable Lawof the Effective Time, the right to receive the merger consideration pursuant to Section 1.8(a) upon surrender of the Certificate or Uncertificated Shares that formerly evidenced such share of Company Capital Stock in the manner provided in Section 1.9(c).

Appraisal Rights. Notwithstanding anything contained in this Agreement to the contrary, any Dissenting Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as shares of Acquiror Common Stock provided for in Section 2.1(a2.1(b), unless and until such Person but shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall instead be treated as if they had been converted into and become exchangeable for the right to receive, receive such consideration as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect may be determined to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights due with respect to any such SharesDissenting Shares pursuant to the Delaware Code or other applicable Legal Requirements. From and Each holder of Dissenting Shares who, pursuant to the provisions of the Delaware Code or other applicable Legal Requirements, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the Delaware Code or other applicable Legal Requirements (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions), as applicable. If, after the Effective Time, each holder of any Dissenting Shares shall only lose their status as Dissenting Shares, then any such shares shall immediately be entitled converted into the right to such consideration as may be due with respect to such Dissenting Shares receive shares of Acquiror Common Stock pursuant to Section 262 2.1(b) in respect of such shares as if such shares never had been Dissenting Shares, and Acquiror shall issue and deliver to the DGCLholder thereof, that number of shares of Acquiror Common Stock to which such holder would be entitled in respect thereof under Section 2.1 as if such shares never had been Dissenting Shares. The Company shall give Parent Acquiror prompt notice of any demands for appraisalappraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to the Delaware Code or other applicable Law that are Legal Requirements and received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCLCompany. The Company shall not, except with the prior written consent of ParentAcquiror, voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any claim or settle any such demands or approve any withdrawal demand in respect of any such demands, except as required by applicable LawDissenting Shares.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any Common Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as that are held by stockholders that are entitled to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing demand and who shall have properly demanded appraisal in writing in accordance with Section 262 of their Common Shares under the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into complied in all respects with the requirements of the DGCL concerning the right of a stockholder of the Company to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless demand appraisal of such Common Shares and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receivethat, as of the Effective Time, have not effectively withdrawn or lost such right to appraisal (the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e"DISSENTING SHARES") and such Shares shall will not be deemed converted into or represent a right to receive the Merger Consideration, but the holders of such Dissenting Shares, and such holder thereof shall cease to have any other rights with respect Shares will be entitled only to such Sharesrights as are provided under Section 262 of the DGCL. From and after the Effective Time, each Each holder of Dissenting Shares shall only be that becomes entitled to such consideration as may be due with respect to payment for such Dissenting Shares pursuant to Section 262 of the DGCL will receive payment for such Dissenting Shares from the Surviving Corporation in accordance with the DGCL. ; provided, however, that to the extent that any holder or holders of Common Shares have failed to establish the entitlement to appraisal rights as provided in Section 262 of the DGCL, such holder or holders (as the case may be) will forfeit the right to appraisal of such Common Shares and each such Common Share will thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive payment from the Surviving Corporation of the Merger Consideration, without interest. (b) The Company shall will give Parent Purchaser and the Merger Subsidiary (i) prompt notice of any written demands for appraisal, withdrawals of such demandsdemands for appraisal, and any other instruments instrument served pursuant to applicable Law that are Section 262 of the DGCL received by the Company or any of its Representatives relating to stockholders’ rights of appraisalCompany, and Parent shall be entitled (ii) the opportunity to direct all negotiations and proceedings with respect to any demand demands for appraisal under Section 262 of the DGCL. The Company shall will not, except with the prior express written consent of ParentPurchaser, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, any Dissenting Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Per Share applicable portion of the Merger Consideration as provided in Section 2.1(a)Consideration, unless and until such Person but shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall instead be treated as if they had been converted into and become exchangeable for the right to receive, receive such consideration as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect may be determined to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights due with respect to any such SharesDissenting Shares pursuant to the DGCL or the CCC. From and Each holder of Dissenting Shares who, pursuant to the DGCL or the CCC, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the DGCL or the CCC (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, each holder of any Dissenting Shares shall only lose their status as Dissenting Shares, then any such shares shall immediately be entitled deemed to such consideration as may be due with respect have converted at the Effective Time into the right to such Dissenting Shares pursuant to Section 262 receive the applicable portion of the DGCLMerger 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 1.4, following the satisfaction of the applicable conditions set forth in Section 1.4, the applicable portion of the Merger Consideration as if such shares never had been Dissenting Shares. The Company shall give Parent provide to Acquirer (i) prompt notice of any demands for appraisalappraisal or purchase received by the Company, withdrawals of such demands, demands and any other instruments related to such demands served pursuant to applicable Law that are the DGCL or the CCC and received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled (ii) the right to direct all negotiations and proceedings with respect to any demand for appraisal such demands under the DGCLDGCL or the CCC. The Company shall not, except with the prior written consent of ParentAcquirer, or as otherwise required under the DGCL or the CCC, voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any claim or settle any such demands or approve any withdrawal demand in respect of any such demandsDissenting Shares. The payout of consideration under this Agreement to the Converting Holders (other than in respect of Dissenting Shares, except which shall be treated as required provided in this Section 1.3(e) and under the DGCL or the CCC) shall not be affected by applicable Lawthe exercise or potential exercise of appraisal rights or dissenters’ rights under the DGCL or the CCC by any other Company Stockholder.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares Each share of Common Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and held by Shareholders who shall have properly demanded exercised their appraisal in writing in accordance rights with Section 262 respect thereto under Sections 607.1301- 607.1333 of the DGCL and have not effectively withdrawn FBCA (such demand (collectivelyshares of Company Capital Stock, the “Dissenting Shares”) ), subject to the terms of any shareholder or similar agreements to which the Shareholders are bound, shall not be converted into the right to receive the Final Per Share Merger Consideration pursuant to the Merger, but shall be entitled to receive payment of the appraised value of such shares from the Surviving Corporation or Parent in accordance with the provisions of Sections 607.1301- 607.1333 of the FBCA, except that each Dissenting Share held by a Shareholder who shall thereafter withdraw its demand for appraisal or shall fail to perfect its right to such payment as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under Sections 607.1301- 607.1333 of the DGCL, at which time such Shares FBCA shall be treated as if they had been converted into and become exchangeable for the right deemed to receivebe converted, as of the Effective Time, into the right to receive from the Surviving Corporation or Parent the Final Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and the form such holder thereof shall cease to otherwise would have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be been entitled to such consideration receive as may be due with respect to such Dissenting Shares pursuant to Section 262 a result of the DGCLMerger. The Company Any party hereto shall give Parent provide the other parties with prompt notice of any demands for appraisal, withdrawals of such demands, demands for appraisal and any other instruments served pursuant to applicable Law that are Sections 607.1301 — 607.1333 of the FBCA and received by in connection with the Company or any of its Merger, and the Shareholder Representatives relating shall have the opportunity to stockholders’ rights of appraisaldirect and settle all negotiations and proceedings with respect to such demands. The Shareholder Representatives shall conduct, and Parent shall be entitled to direct participate in, all such negotiations and proceedings with respect in good faith, and shall endeavor to resolve all such demands as promptly as practicable (and in any demand for appraisal under event prior to the DGCLtermination of the Escrow Account pursuant to the terms of the Escrow Agreement). The Company shall Shareholder Representatives will not, except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, delayed or conditioned), make any payment with respect to any demands for appraisalto, settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary and to the extent available under Section 262 of the DGCL, any Shares share of Company Common Stock that are is issued and outstanding immediately prior to the Effective Time and as that is held by a stockholder who did not consent to which the holders thereof have neither voted or vote (by a valid and enforceable proxy or otherwise) in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance approval of this Agreement, which stockholder complies with Section 262 all of the provisions of the DGCL relevant to the exercise and have not effectively withdrawn perfection of dissenters’ rights (such demand (collectively, share being a “Dissenting SharesShare,” and such stockholder being a “Dissenting Stockholder”) ), shall not be converted into the right to receive the Per Share Merger Consideration as provided in to which the holder of such share would be entitled pursuant to Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares 2.1(a)(ii) but rather shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to receive such consideration as may be determined to be due with respect to such Dissenting Share pursuant to Section 262 of the DGCL. If any Dissenting Stockholder fails to perfect such stockholder’s dissenters’ rights under the DGCL or effectively withdraws or otherwise loses such rights with respect to any Dissenting Shares, such Dissenting Shares shall thereupon automatically be converted into the right to receive the consideration referred to in Section 2.1(a)(ii), pursuant to the exchange procedures set forth in Section 2.2. Notwithstanding anything to the contrary contained in this Agreement, if the Merger is rescinded or abandoned, then the right of a Dissenting Stockholder to be paid the fair value of such holder’s Dissenting Shares pursuant to Section 262 of the DGCLDGCL shall cease. The Company shall give Parent prompt (a) notice of any demands demand for appraisal, withdrawals payment of the fair value of any shares of Company Common Stock or any attempted withdrawal of any such demands, demand for payment and any other instruments instrument served pursuant to applicable Law that are the DGCL and received by the Company or any of its Representatives relating to stockholdersany stockholder’s dissenters’ rights of appraisal, and Parent shall be entitled (b) the opportunity to direct participate in all negotiations and proceedings with respect to any demand such demands for appraisal payment under the DGCL. The Company shall not, except with the prior written consent of Parent, not voluntarily make any payment with respect to any demands demand for appraisalappraisal with respect to any Dissenting Shares without the prior written consent of Parent (which consent shall not be unreasonably conditioned, offer to settle withheld or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Lawdelayed).

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, any Dissenting Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Closing Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person the Future Per Share Consideration but shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall instead be treated as if they had been converted into and become exchangeable for the right to receive, receive such consideration as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect may be determined to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights due with respect to any such SharesDissenting Shares pursuant to the DGCL or the California Corporations Code, as applicable (“CCC”). From and Each holder of Dissenting Shares who, pursuant to the DGCL or CCC, to the extent applicable, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the DGCL or CCC, to the extent applicable (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, each holder of any Dissenting Shares shall only lose their status as Dissenting Shares, then any such shares shall immediately be entitled deemed to have converted at the Effective Time into the right to receive the Closing Per Share Consideration and the Future Per Share Consideration as if such consideration as may be due shares never had been Dissenting Shares, and Acquirer shall cause the Paying Agent to deliver to the holder thereof, subject to compliance with respect to such Dissenting Shares pursuant to Section 262 1.4, the applicable portion of the DGCLClosing Payment as if such shares never had been Dissenting Shares. The Company or the Stockholders’ Agent shall give Parent provide to Acquirer (i) prompt notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are appraisal or purchase received by the Company or the Stockholders’ Agent, withdrawals of such demands and any of its Representatives relating other instruments related to stockholders’ rights of appraisalsuch demands served pursuant to the DGCL or CCC, to the extent applicable, and Parent shall be entitled received by the Company and (ii) the right to direct all negotiations and proceedings with respect to any demand for appraisal such demands under the DGCLDGCL or CCC, to the extent applicable. The Company (prior to the Effective Time) or the Stockholders’ Agent (after the Effective Time), as applicable, shall not, except with the prior written consent of ParentAcquirer (such consent not to be unreasonably withheld, conditioned or delayed), or as otherwise required under the DGCL or CCC, to the extent applicable, voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any claim or settle any such demands or approve any withdrawal demand in respect of any such demandsDissenting Shares. Subject to Section 8.2, except the payout of consideration under this Agreement to the Converting Holders (other than in respect of Dissenting Shares, which shall be treated as required provided in this Section 1.3(f) and under the DGCL or CCC, to the extent applicable) shall not be affected by applicable Lawthe exercise or potential exercise of appraisal rights or dissenters’ rights under the DGCL or CCC, to the extent applicable, by any other Company Stockholder.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any Common Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as that are held by stockholders that are entitled to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing demand and who shall have properly demanded appraisal in writing in accordance with Section 262 of their Common Shares under the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into complied in all respects with the requirements of the DGCL concerning the right of a stockholder of the Company to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless demand appraisal of such Common Shares and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receivethat, as of the Effective Time, have not effectively withdrawn or lost such right to appraisal (the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e"Dissenting Shares") and such Shares shall will not be deemed converted into or represent a right to receive the Merger Consideration, but the holders of such Dissenting Shares, and such holder thereof shall cease to have any other rights with respect Shares will be entitled only to such Sharesrights as are provided under Section 262 of the DGCL. From and after the Effective Time, each Each holder of Dissenting Shares shall only be that becomes entitled to such consideration as may be due with respect to payment for such Dissenting Shares pursuant to Section 262 of the DGCL will receive payment for such Dissenting Shares from the Surviving Corporation in accordance with the DGCL. ; provided, however, that to the extent that any holder or holders of Common Shares have failed to establish the entitlement to appraisal rights as provided in Section 262 of the DGCL, such holder or holders (as the case may be) will forfeit the right to appraisal of such Common Shares and each such Common Share will thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive payment from the Surviving Corporation of the Merger Consideration, without interest. (b) The Company shall will give Parent Purchaser and the Merger Subsidiary (i) prompt notice of any written demands for appraisal, withdrawals of such demandsdemands for appraisal, and any other instruments instrument served pursuant to applicable Law that are Section 262 of the DGCL received by the Company or any of its Representatives relating to stockholders’ rights of appraisalCompany, and Parent shall be entitled (ii) the opportunity to direct all negotiations and proceedings with respect to any demand demands for appraisal under Section 262 of the DGCL. The Company shall will not, except with the prior express written consent of ParentPurchaser, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which that are held by stockholders that have complied in all respects with the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 requirements of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into concerning the right of a stockholder of the Company to receive dissent from the Per Share Merger Consideration as and to require an appraisal of such Shares in the manner provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into applicable, and become exchangeable for the right to receivethat, as of the Effective Time, have not effectively withdrawn or lost such right to appraisal (the Per Share "Dissenting Shares") will not be converted into or represent a right to receive the Merger Consideration Consideration, but the holders of such Dissenting Shares will be entitled only to such rights as are granted under Section 262 of the DGCL. Each holder of Dissenting Shares that becomes entitled to payment for such Shares pursuant to such section of the DGCL will receive payment for such Dissenting Shares from the Surviving Corporation in accordance with the DGCL; PROVIDED, HOWEVER, that to the extent that any holder or holders of Shares have failed to establish the entitlement to appraisal rights as provided in Section 2.1(a)262 of the DGCL, without interest and after giving effect such holder or holders (as the case may be) will forfeit the right to any required Tax withholdings pursuant to Section 2.3(e) and appraisal of such Shares shall not and each such Share will thereupon be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after been converted, as of the Effective Time, each holder into and represent the right to receive payment from the Surviving Corporation of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares the Merger Consideration, without interest. (b) The Company will give the Parent and the Purchaser (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal, and any other instrument served pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are DGCL received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled (ii) the opportunity to direct all negotiations and proceedings with respect to any demand demands for appraisal under Section 262 of the DGCL. The Company shall will not, except with the prior express written consent of the Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything If holders of any shares of Seller Stock (i) are entitled to dissent from the Merger and demand appraisal of any such Seller Stock in this Agreement to accordance with the contrary, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor provisions of the DGCL concerning the right of such holders to dissent from the Merger nor consented thereto in writing and who shall demand appraisal of their Seller Stock or (ii) have properly demanded appraisal in writing exercised dissenters rights with respect to their Seller Stock in accordance with Section 262 1300 of the DGCL and California General Corporation Law ("CGCL") ("Dissenting Holders"), any Seller Stock held by a Dissenting Holder as to which appraisal has been so demanded or for which such dissenter's rights have not effectively withdrawn such demand been properly exercised (collectively, “Dissenting "Excluded Shares”") shall not be converted into as described in Section 2.1, but shall, from and after the Closing, represent only the right to receive such consideration as may be determined to be due to such Dissenting Holder pursuant to the Per Share Merger Consideration DGCL or CGCL, as provided applicable; provided, however, that each share of Seller Stock held by a Dissenting Holder who shall, after the Closing, withdraw his demand for appraisal or lose his right of appraisal with respect to such shares of Seller Stock, in Section 2.1(a)either case pursuant to the DGCL or CGCL, unless and until such Person as applicable, shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such not be deemed Excluded Shares but shall be treated as if they had been converted into and become exchangeable for the right deemed to receivebe converted, as of the Effective Time, into the Per Share Merger Consideration as provided right to receive BEA Common Stock in accordance with Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares2.1 hereof. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company Seller shall give Parent BEA (i) prompt notice of any written demands for appraisalunder Section 1300 of the CGCL with respect to any shares of capital stock of Seller, withdrawals any withdrawal of any such demands, demands and any other instruments served pursuant to applicable Law that are the CGCL and received by Seller and (ii) the Company or any of its Representatives relating right to stockholders’ rights of appraisal, and Parent shall be entitled to direct participate in all negotiations and proceedings with respect to any demand for appraisal demands under Section 1300 of the DGCLCGCL with respect to any shares of capital stock of Seller. The Company Seller shall cooperate with BEA concerning, and shall not, except with the prior written consent of ParentBEA, voluntarily make any payment payments with respect to any demands for appraisalto, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares shares of Common Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders who have, as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded such time, preserved appraisal in writing in accordance with rights under Section 262 of the DGCL and have (the “Appraisal Rights Statute”) shall not effectively withdrawn be converted in accordance with this Article II into the right to receive the Merger Consideration, but instead the holders of such demand shares of Company Capital Stock (collectively, the “Dissenting Shares”) shall not be converted into entitled only to such rights as may be granted to such holder or holders pursuant to the right Appraisal Rights Statute, and Parent shall issue (or pay) any consideration required to receive be issued (or paid) to such holders of Dissenting Shares; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the Appraisal Rights Statute, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the DGCL, at which time then the rights of such holder pursuant to the Appraisal Rights Statute shall cease and such Dissenting Shares shall be treated as if they had deemed to have been converted into and become exchangeable for the right to receiveinto, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect become exchangeable solely for the right to such Shares. From receive, the Merger Consideration, subject in all respects to the terms and after conditions of this Agreement and the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCLEscrow Agreement. The Company shall give Parent deliver prompt notice to Parent of any demands for appraisalappraisal of any shares of Company Capital Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law the DGCL that are received by the Company or any of its Representatives relating to stockholders’ rights appraisal of appraisal, any shares of Company Capital Stock. The Company shall provide Parent with the opportunity to participate in and Parent shall be entitled to direct control all negotiations and proceedings with respect to any demand demands for appraisal under the DGCL. The Company DGCL and shall not, except with without the prior written consent of Parent, make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, except as required by applicable Lawor agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything No appraisal rights are available to Op-Tech stockholders in this Agreement connection with the Offer. However, if the Merger is consummated, a stockholder of Op-Tech who has not tendered his or her Shares in the Offer will have rights under Section 262 of the DGCL to dissent from the contraryMerger and demand appraisal of, any Shares 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 Common Stock that are issued and outstanding the fair value (immediately prior to the Effective Time and as Time) required to which be paid in cash to dissenting stockholders of Op-Tech for their Shares. Any such judicial determination of the holders thereof have neither voted in favor fair value of the Shares would not necessarily include any element of value arising from the accomplishment or expectation of the Merger nor consented thereto and could be based upon considerations other than, or in writing addition to, the Merger Consideration and the market value of the Shares. The value so determined could be more or less than the Offer Price or the Merger Consideration. If any Op-Tech stockholder who shall have properly demanded demands appraisal in writing in accordance with under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his or her right to appraisal and payment under the DGCL, such holder's Shares will thereupon be deemed to have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be been converted as of the Effective Time into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a)Consideration, without any interest and after giving effect thereon, in accordance with the Merger Agreement. An Op-Tech stockholder may withdraw his or her demand for appraisal by delivery to any required Tax withholdings pursuant NRC of a written withdrawal of his or her demand for appraisal, subject to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder requirements of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice 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 demands determination of fair value of Shares in any appraisal proceeding in connection with the Merger. Failure to follow the steps required by Section 262 of the DGCL for appraisal, withdrawals perfecting appraisal rights may result in the loss of such demands, and any other instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, 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, except as required by applicable Lawrights.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, any Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) constitute Appraisal Shares shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a)Consideration, unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such each holder of Appraisal Shares shall be treated as if they had been converted into and become exchangeable for the right entitled only to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to receive such consideration as may is determined to be due with respect to such Dissenting Appraisal Shares pursuant to Section 262 of the DGCL. From and after the Effective Time, a holder of Appraisal Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If any holder of Appraisal Shares shall fail to perfect or shall otherwise waive, withdraw or lose such holder’s right to appraisal under Section 262 of the DGCL, then (i) the right of such holder to be paid such consideration as is determined to be due pursuant to Section 262 of the DGCL shall cease, and (ii) such Appraisal Shares shall be deemed to have been converted as of the Effective Time into and have become exchangeable only for the right to receive (upon the surrender of the Company Stock Certificate(s) or Book Entry Shares previously representing such Appraisal Shares) the Merger Consideration, without interest and reduced by the amount of any withholding that is required under applicable Tax Law, in accordance with Section 3.5. (b) The Company (i) shall give Parent prompt written notice of any demands demand by any stockholder of the Company for appraisal, withdrawals appraisal of such demandsstockholder’s Company Common Stock pursuant to Section 262 of the DGCL, and any other instruments served pursuant to applicable Law that are received by (ii) shall give Parent the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled opportunity to direct and participate in all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demand. The Company shall not, except with the prior written consent of Parent, not make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle or settle any such demands or approve any withdrawal for appraisal without the consent of any Parent. (c) For purposes of this Agreement, “Appraisal Shares” shall refer to shares of Company Common Stock outstanding immediately prior to the Effective Time that are held by a holder who is entitled to demand and properly demands appraisal of such demandsshares pursuant to, except as required by applicable Lawand who complies in all respects with, Section 262 of the DGCL.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary other than Section 2.2(b), any Shares shares of Company Common Stock that are issued held by a holder who is entitled to and outstanding immediately prior to the Effective Time has demanded and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded perfected appraisal in writing rights for such shares in accordance with Section 262 of the DGCL Delaware General Corporation Law (the "DGCL") and have who, as of the Effective Time, has not effectively withdrawn or lost such demand appraisal rights (collectively, “"Dissenting Shares”) "), shall not be converted into or represent a right to receive Merger Consideration pursuant to Section 2.1(c), but instead shall be converted into the right to receive the Per Share Merger Consideration only such consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right may be determined to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights due with respect to such SharesDissenting Shares under the DGCL. From and after the Effective Time, each a holder of Dissenting Shares shall only not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. (b) Notwithstanding the provisions of Section 2.2(a), if any holder of shares of Company Common Stock who demands appraisal of such consideration shares under the DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as may of the later of the Effective Time and the occurrence of such event, such holder's shares shall no longer be due with respect to such Dissenting Shares and shall automatically be converted into and represent only the right to receive Merger Consideration as provided in Section 2.1(c) without interest thereon, upon surrender of the certificate representing such shares pursuant to Section 262 of the DGCL. 2.3. (c) The Company shall give Parent (i) prompt notice of any written demands for appraisalappraisal of any shares of Company Common Stock, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company or which relate to any of its Representatives relating such demand for appraisal and (ii) the opportunity to stockholders’ rights of appraisal, and Parent shall be entitled to direct participate in all negotiations and proceedings which take place prior to the Effective Time with respect to any demand 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 any demands for appraisal, appraisal of Company Common Stock or offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement Holders of Shares do not have dissenters' rights as a result of the Offer. However, if the Merger is consummated, holders of Shares will have certain rights pursuant to the contraryprovisions of Sections 85 through 98, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor inclusive, of the Merger nor consented thereto MBCL to dissent in writing and who shall have properly demanded demand appraisal of, and to receive payment in writing in accordance with Section 262 cash of the DGCL '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 have not 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 were complied with, the dissenting holders of Shares could demand such rights could lead to a judicial determination of the fair value required to be paid in cash to such dissenting holders for their Shares. Any such judicial determination of the fair value of Shares could be based upon considerations other than or in addition to the Offer Price, the Merger Consideration or the market value of the Shares, including asset values and the investment value of the Shares. The value so determined could be more or less than the Offer Price or the Merger Consideration. If any holder of Shares who demands appraisal under Sections 85 through 98, inclusive, of the MBCL fails to perfect, or effectively withdrawn withdraws or loses his right to appraisal, as provided in the MBCL, the Shares of such demand (collectively, “Dissenting Shares”) shall not stockholder will be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under accordance with the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such SharesAgreement. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as A stockholder may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings with respect to any withdraw his demand for appraisal by delivery to Parent of a written withdrawal of his demand for appraisal and acceptance of the Merger. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under the DGCLMBCL and is qualified in its entirety by the full text of Sections 85 through 98, inclusive of the MBCL. The Company shall notFAILURE TO FOLLOW THE STEPS REQUIRED BY SECTIONS 85 THROUGH 98, except with the prior written consent of ParentINCLUSIVE, 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, except as required by applicable LawOF THE MBCL FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH RIGHTS.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any Common Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as that are held by stockholders that are entitled to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing demand and who shall have properly demanded appraisal in writing in accordance with Section 262 of their Common Shares under the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into complied in all respects with the requirements of the DGCL concerning the right of a stockholder of the Company to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless demand appraisal of such Common Shares and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receivethat, as of the Effective Time, have not effectively withdrawn or lost such right to appraisal (the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e"Dissenting Shares") and such Shares shall will not be deemed converted into or represent a right to receive the Merger Consideration, but the holders of such Dissenting Shares, and such holder thereof shall cease to have any other rights with respect Shares will be entitled only to such Sharesrights as are granted under ss.262 of the DGCL. From and after the Effective Time, each Each holder of Dissenting Shares shall only be that becomes entitled to such consideration as may be due with respect to payment for such Dissenting Shares pursuant to Section 262 ss.262 of the DGCL will receive payment for such Dissenting Shares from the Surviving Corporation in accordance with the DGCL; PROVIDED, HOWEVER, that to the extent that any holder or holders of Common Shares have failed to establish the entitlement to appraisal rights as provided in ss.262 of the DGCL. , such holder or holders (as the case may be) will forfeit the right to appraisal of such Common Shares and each such Common Share will thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive payment from the Surviving Corporation of the Merger Consideration, without interest. (b) The Company shall will give the Parent and Merger Sub (i) prompt notice of any written demands for appraisal, withdrawals of such demandsdemands for appraisal, and any other instruments instrument served pursuant to applicable Law that are ss.262 of the DGCL received by the Company or any of its Representatives relating to stockholders’ rights of appraisalCompany, and Parent shall be entitled (ii) the opportunity to direct all negotiations and proceedings with respect to any demand demands for appraisal under ss.262 of the DGCL. The Company shall will not, except with the prior express written consent of the Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything in Shares of SSI Stock that have not been voted for approval of this Agreement to the contrary, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as with respect to which the holders thereof a demand for payment and appraisal have neither voted in favor of the Merger nor consented thereto in writing and who shall have been properly demanded appraisal in writing made in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand Delaware GCL (collectively, “"Dissenting Shares”) shall "), will not be converted into the right to receive that portion of the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights otherwise payable with respect to such Shares. From and shares of SSI Stock after the Effective Time, each holder of Dissenting Shares shall only Time but will be entitled converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the laws of the State of Delaware. If a holder of Dissenting Shares (a "Dissenting Shareholder") withdraws such holder's demand for such payment and appraisal or becomes ineligible for such payment and appraisal under Section 262 of the DGCLDelaware GCL, then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder's Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive, and will be exchangeable for, that portion of the Merger Consideration, if any, into which such Dissenting Shares would have been converted pursuant to Section 1.6. The Company shall SSI will give Parent HOLL and Acquisition Sub prompt notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are demand received by the Company or any SSI xxxm a holder of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings with respect to any demand Dissenting Shares for appraisal under the DGCLof shares of SSI Stock. The Company Shareholder Agent shall not, except with the prior written consent of Parent, not voluntarily make any payment with respect to any demands for appraisalto, settle or offer to settle or settle otherwise negotiate, any such demands demand, without HOLL's consent. Each Dissenting Shareholder who, pursuant to Section 000 xf the Delaware GCL, becomes entitled to payment of the value of the Dissenting Shares will receive payment therefor, without interest thereon (but only after the value therefor has been agreed upon or approve any withdrawal of any finally determined pursuant to such demands, except as required provisions and only to the extent permitted by applicable Lawlaw).

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any Shares shares of Common Company Stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who have not consented in the Written Consent (as to which the holders thereof have neither voted defined in Section 7.1(b)(i)) in favor of the Merger nor consented thereto in writing adoption and approval of this Agreement (collectively, the “Dissenting Shares”) and who shall have demanded properly demanded appraisal in writing appraisal for such shares in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, the “Dissenting SharesAppraisal Rights Provisions”) shall will not be converted into as described in Section 2.1, but will thereafter constitute only the right to receive payment of the Per Share Merger Consideration as provided fair value of such shares of Company Stock in Section 2.1(a)accordance with the Appraisal Rights Provisions; provided, unless and until such Person however, that all shares of Company Stock held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost such Person’s right their rights to appraisal of such shares of Company Stock under the DGCL, at which time such Shares Appraisal Rights Provisions shall thereupon be treated as if they had deemed to have been converted into canceled and become exchangeable for the right retired and to receivehave been converted, as of the Effective Time, into the Per Share right to receive the applicable portion of the Merger Consideration as Consideration, without interest, in the manner provided in Section 2.1(a), without interest 2.1 and after giving effect to any required Tax withholdings pursuant to Section 2.3(e3.1. Persons (as defined in Section 11.6) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to who have any other perfected statutory rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall as aforesaid will not be paid by the Surviving Corporation as provided in this Agreement and will have only be entitled to such consideration rights as may be due are provided by the Appraisal Rights Provisions with respect to such Dissenting Shares pursuant to Section 262 of the DGCLShares. The Company shall give Parent and MergerCo prompt notice of any demands received by the Company for appraisalthe exercise of appraisal rights with respect to shares of Company Stock, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company or any of its Representatives relating to stockholders’ rights of appraisalCompany, and Parent shall be entitled have the right to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands. (b) Each dissenting stockholder who becomes entitled under the Appraisal Rights Provisions to payment for Dissenting Shares shall receive payment therefor after the Effective Time from the Surviving Corporation (but only after the amount thereof shall have been agreed upon or finally determined pursuant to the Appraisal Rights Provisions), except as required by applicable Lawand such shares of Company Stock shall be canceled.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and as held by any Person who is entitled to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded demand appraisal in writing in accordance with rights under Section 262 of the DGCL and have not has properly exercised and perfected their demand for appraisal of such shares of Company Common Stock in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, has neither effectively withdrawn nor lost their rights to such demand appraisal and payment under the DGCL (collectively, the “Dissenting Appraisal Shares”) shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Per Share Merger Consideration as provided in Section 2.1(a)Merger, unless no longer be outstanding and until automatically be canceled and cease to exist, and such Person shall be entitled to only those rights provided under Section 262 of the DGCL; provided that, if any such Person shall have failed to perfect or shall have effectively withdrawn or lost such Person’s right to appraisal and payment under the DGCL, at which time such Shares Person’s shares of Company Common Stock shall be treated as if they had deemed to have been converted as of the Effective Time into and become exchangeable for the right to receivereceive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.06 and without interest) upon surrender in the manner provided in Section 2.03, as and such shares of Company Common Stock shall not be Appraisal Shares. Within 10 Business Days after the Effective Time, the Per Share Merger Consideration as provided in Surviving Corporation shall provide each of the holders of Appraisal Shares with the second notice contemplated by Section 2.1(a)262(d)(1) of the DGCL. Company shall give prompt notice to Parent of any demands received by Company for appraisal of any shares of Company Common Stock, without interest withdrawals of such demands and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect instruments served to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares it pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. The Company shall give Parent prompt notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings waive any appraisal rights it may have under Section 262 of the DGCL in connection with respect to any demand for appraisal under the DGCL. The shares of Company shall not, except with the prior written consent of Parent, 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, except as required Common Stock held by applicable Lawit.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares of Common Stock that are issued and outstanding immediately prior Common Shares and Series C Preferred Shares held by a person who shall not have voted to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor adopt this Agreement or consented thereto or waived such rights in writing and who shall have properly demanded demands appraisal in writing for such shares in accordance with Section 262 of the DGCL and have not effectively withdrawn (such demand (collectivelyperson, a “Demanding Stockholder”; such shares, “Dissenting Appraisal Shares”) shall not be converted as described in Sections 4.2(c) or 4.2(b), as applicable, but shall be converted into the right to receive such consideration as may be determined to be due to such Demanding Stockholder pursuant to the DGCL, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If, after the Effective Time, such Demanding Stockholder fails to perfect or withdraws or loses his right to appraisal, such Demanding Stockholder’s Common Shares and Series C Preferred Shares shall no longer be considered Appraisal Shares for the purposes of this Agreement and shall be deemed to have been converted, at the Effective Time, into the right to receive the Per Share Merger Consideration as provided consideration set forth in Section 2.1(aSections 4.2(c) or 4.2(b), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a)applicable, without any interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCLthereon. The Company shall give Parent (i) prompt notice of any demands received by the Company for appraisalappraisal of Common Shares or Series C Preferred Shares, withdrawals of such demands, and any other instruments or documents served pursuant to applicable Law that are the DGCL and received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled (ii) the opportunity to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisalto, or offer to settle or settle settle, any such demands for amounts in excess of the Per Common Share Consideration or approve any withdrawal the Per Preferred Share Consideration. Each holder of any Appraisal Shares who becomes entitled to payment for such demandsAppraisal Shares under the provisions of Section 262 of the DGCL, except will receive payment thereof from the Surviving Corporation and, as required by applicable Lawof the Effective Time, such Appraisal Shares will no longer be outstanding and will automatically be canceled and will cease to exist.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any Common Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as that are held by stockholders that are entitled to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing demand and who shall have properly demanded appraisal in writing in accordance with Section 262 of their Common Shares under the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into complied in all respects with the requirements of the DGCL concerning the right of a stockholder of the Company to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless demand appraisal of such Common Shares and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receivethat, as of the Effective Time, have not effectively withdrawn or lost such right to appraisal (the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e"Dissenting Shares") and such Shares shall will not be deemed converted into or represent a right to receive the Merger Consideration, but the holders of such Dissenting Shares, and such holder thereof shall cease to have any other rights with respect Shares will be entitled only to such Sharesrights as are granted under Section 262 of the DGCL. From and after the Effective Time, each Each holder of Dissenting Shares shall only be that becomes entitled to such consideration as may be due with respect to payment for such Dissenting Shares pursuant to Section 262 of the DGCL will receive payment for such Dissenting Shares from the Surviving Corporation in accordance with the DGCL. ; provided, however, that to the extent that any holder or holders of Common Shares have failed to establish the entitlement to appraisal rights as provided in Section 262 of the DGCL, such holder or holders (as the case may be) will forfeit the right to appraisal of such Common Shares and each such Common Share will thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive payment from the Surviving Corporation of the Merger Consideration, without interest. (b) The Company shall will give the Parent and Merger Sub (i) prompt notice of any written demands for appraisal, withdrawals of such demandsdemands for appraisal, and any other instruments instrument served pursuant to applicable Law that are Section 262 of the DGCL received by the Company or any of its Representatives relating to stockholders’ rights of appraisalCompany, and Parent shall be entitled (ii) the opportunity to direct all negotiations and proceedings with respect to any demand demands for appraisal under Section 262 of the DGCL. The Company shall not, except with the prior written consent of Parent, 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, except as required by applicable Law.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, any Shares each share of Common Capital Stock that are is issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither that is held by a Stockholder who (i) has not voted in favor of the Merger nor this Agreement or consented thereto in writing and (ii) who shall have properly demanded otherwise perfected such holder’s appraisal in writing rights or, as applicable, such holder’s dissenter’s rights in accordance with and as contemplated by Section 262 of the DGCL and have not effectively withdrawn Chapter 13 of the CCC (each such demand (collectivelyStockholder, an “Dissenting SharesAppraisal Stockholder”, and each share of Capital Stock held by such Appraisal Stockholder, an “Appraisal Share”) shall not be converted into or represent the right to receive the Per Share Merger Consideration amounts payable with respect to such Capital Stock under Section 2.8, but shall be entitled only to such rights as provided in are granted by Section 2.1(a)262 of the DGCL or, unless and until as applicable, Chapter 13 of the CCC; provided, however, that if such Person shall have Appraisal Stockholder fails to perfect, or effectively withdrawn withdraws or lost loses such Personholder’s right to appraisal of and payment for such holder’s shares under Section 262 of the DGCLDGCL or, at which time as applicable, such Shares holder’s right to dissent from the Merger and receive payment for such holder’s shares under Chapter 13 of the CCC, each share of Capital Stock of such Appraisal Stockholder shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable for the right to receivefor, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect right to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights receive the amounts payable with respect to such SharesCapital Stock under Section 2.8, and such share of Capital Stock shall no longer be an Appraisal Share. From In such event, the Surviving Corporation shall deliver the amounts payable with respect to such Capital Stock under Section 2.8 to which such Stockholder is entitled under this Section 2.12 (without interest) as and after when such payments are required to be made following surrender by such Stockholder of the documents provided in Section 3.2. (b) The Company shall give prompt notice to Parent and the Representative of any demands (and withdrawals of such demands) received by the Company for appraisal of shares of Capital Stock under Section 262 of the DGCL or, as applicable, exercises of dissenter’s rights under Chapter 13 of the CCC. Prior to the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with without the prior written consent of Parent, make any payment with respect to any demands for appraisalto, offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, except or agree to do any of the foregoing. The Surviving Corporation shall pay to any Appraisal Stockholder any and all amounts due and owing to such holder as a result of any settlement of, or determination by any court of competent jurisdiction with respect to, such demands, as and when such payments are required to be made following surrender by applicable Lawsuch Appraisal Stockholder of the certificate or certificates representing the shares of Capital Stock held by such Appraisal Stockholder in the manner provided in Section 3.2.

Appraisal Rights. Notwithstanding anything in this Agreement Subject to the contrarylast sentence of this Section ‎4.2(f), any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who no Dissenting Stockholder shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into the right entitled to receive the Per Share Merger Consideration as with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided in by Section 2.1(a), unless and until 262 of the DGCL with respect to the Dissenting Shares owned by such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCLDissenting Stockholder and, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof Stockholder shall cease to have any other rights with respect to such Dissenting Shares. From and after , except the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to rights provided in Section 262 of the DGCL. The Company shall give Parent (i) prompt written notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company Company, its Subsidiaries or any of its their respective Representatives relating to the Company’s stockholders’ demands of appraisal or any alleged dissenters’ rights of appraisal, and Parent shall be entitled (ii) a reasonable opportunity to direct all negotiations and proceedings Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal or entering into any Contracts with any such Dissenting Stockholders relating thereto. The Company shall not, except with the prior written consent of Parent, Parent voluntarily make any payment or deposit with respect to any demands for appraisalappraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Lawor agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become eligible to receive the transaction consideration pursuant to Section ‎4.1.

Appraisal Rights. Notwithstanding anything in this Agreement contained herein to the contrary, any Shares of Common Stock that are issued contrary and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with extent available under Section 262 of the DGCL and have not effectively withdrawn such demand (collectivelyDGCL, “any Dissenting Shares”) Shares shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration, but shall instead be converted into the right to receive payment of the Per Share Merger Consideration fair value of such shares as provided shall be determined in accordance with the provisions of Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under 262 of the DGCL. If, at which time such after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then any such shares shall immediately be treated as if they had been converted into and become or be exchangeable for the right to receivereceive the applicable Merger Consideration in respect of such shares, without interest, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and if such Shares shall not be deemed shares never had been Dissenting Shares, and the Paying Agent shall deliver to the holder thereof, at the applicable time or times specified in Section ‎1.10, following the satisfaction of the applicable conditions set forth in Section ‎1.10, the applicable portion of the Merger Consideration, without interest, as if such holder thereof shall cease to have any other rights with respect to such shares never had been Dissenting Shares. From and after Notwithstanding anything to the Effective Timecontrary contained in this Agreement, each holder if the Merger is rescinded or abandoned, then the right of Dissenting Shares shall only a stockholder to be entitled to paid the fair value of such consideration as may be due with respect to such holder’s Dissenting Shares pursuant to Section 262 of the DGCLDGCL shall cease. The Company shall give Parent prompt the Acquirer (a) notice of any demands demand for appraisal, withdrawals payment of the fair value of any shares of Company Shares or any attempted withdrawal of any such demands, demand for payment and any other instruments instrument served pursuant to applicable Law that are the DGCL and received by the Company or any of its Representatives relating to stockholdersany stockholder’s dissenters’ rights of appraisal, and Parent shall be entitled (b) the right to control and the opportunity to direct all negotiations and proceedings with respect to any demand such demands for appraisal payment under the DGCL. The Company shall notnot settle, except with the prior written consent of Parent, compromise or make voluntarily any payment with respect to any demands demand for appraisalappraisal with respect to any Dissenting Shares without the prior written consent of the Acquirer (which consent shall not be unreasonably conditioned, offer to settle withheld or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Lawdelayed).

Appraisal Rights. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, any Shares shares of Common Decoy Capital Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor held by a holder who has made a demand for appraisal of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing such shares in accordance with Section 262 of the DGCL and have not effectively withdrawn (any such demand (collectively, shares being referred to as “Dissenting Shares”) shall ” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL with respect to such shares), will not be converted into or represent the right to receive cash in accordance with Section ‎1.5, but will be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL (and at the Effective 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 rights set forth in Section 262 of the DGCL. The Company ); provided, however, that if a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws, has failed to perfect or otherwise loses such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date on which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal and such Dissenting Stockholder’s Dissenting Shares cease to be Dissenting Shares, such shares of Decoy Capital Stock will be converted into the right to receive a portion of the Merger Consideration in accordance with and subject to the provisions of Section ‎1.5 upon their surrender in the manner provided in Section ‎1.8, without interest thereon. (b) Decoy shall give Parent Intec: (i) prompt notice of: (A) any written demand received by Decoy prior to the Effective Time to appraisal rights pursuant to Section 262 of the DGCL; (B) any withdrawal of any demands for appraisal, withdrawals of such demands, demand; and (C) any other instruments served demand, notice or instrument delivered to Decoy prior to the Effective Time pursuant to applicable Law that are received by the Company or any of its Representatives relating DGCL; and (ii) the opportunity to stockholders’ rights of appraisal, and Parent shall be entitled to direct participate in all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demand, notice or instrument. The Company Decoy shall not, except with the prior written consent of ParentIntec, make any payment with respect to any such demands for appraisal, or offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, any Shares shares of Common Marker Capital Stock that are issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.5(a)(i)) and as to which the holders thereof have neither are held by a Marker Stockholder who has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have has properly demanded exercised and perfected appraisal in writing rights for such shares of Marker Common Stock in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Per Share portion of the Merger Consideration attributable to such Dissenting Shares, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if after the Effective Time, such stockholder fails to perfect or effectively withdraws or otherwise loses such holder’s appraisal rights under the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided in by Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under 262 of the DGCL, at which time such Shares shares of Marker Common Stock shall be treated as if they had been deemed to be converted into and to have become exchangeable for the right to receivefor, as of the Effective Time, the Per Share right to receive the portion of the Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect attributable to such Dissenting Shares pursuant to upon their surrender in the manner provided in Section 262 of the DGCL. The Company 1.5, without interest thereon. (b) Marker shall give Parent TapImmune prompt written notice of any demands for appraisalby dissenting stockholders received by Marker, withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are on Marker and any material correspondence received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, Marker in connection with such demands. Marker and Parent TapImmune shall be entitled to direct jointly participate in all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demands except as limited by applicable Legal Requirements. The Company shall notNeither Marker nor TapImmune will, except with the prior written consent of Parentthe other, make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, except as unless and to the extent required by to do so under applicable LawLegal Requirements.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, any Shares shares of Common Molecular Capital Stock that are issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.5(a)(i)) and as to which the holders thereof have neither are held by a Molecular Stockholder who has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have has properly demanded exercised and perfected appraisal in writing rights for such shares of Molecular Common Stock in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Per Share portion of the Merger Consideration attributable to such Dissenting Shares, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if after the Effective Time, such stockholder fails to perfect or effectively withdraws or otherwise loses such holder’s appraisal rights under the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided in by Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under 262 of the DGCL, at which time such Shares shares of Molecular Common Stock shall be treated as if they had been deemed to be converted into and to have become exchangeable for the right to receivefor, as of the Effective Time, the Per Share right to receive the portion of the Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect attributable to such Dissenting Shares pursuant to upon their surrender in the manner provided in Section 262 of the DGCL. The Company 1.5, without interest thereon. (b) Molecular shall give Parent Threshold prompt written notice of any demands for appraisalby dissenting stockholders received by Molecular, withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are on Molecular and any material correspondence received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, Molecular in connection with such demands. Molecular and Parent Threshold shall be entitled to direct jointly participate in all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demands except as limited by applicable Legal Requirements. The Company shall notNeither Molecular nor Threshold will, except with the prior written consent of Parentthe other, make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, except as unless and to the extent required by to do so under applicable LawLegal Requirements.

Appraisal Rights. Notwithstanding anything No appraisal rights are available in connection with the Offer. In addition, under Massachusetts law shareholders who continue to own their Shares at the time of the Merger may not be entitled to appraisal rights in connection with the Merger. Section 13.02(a)(1) of the MBCA generally provides that shareholders of a Massachusetts corporation are entitled to appraisal rights in the event of a merger, subject to certain exceptions. One of the exceptions to this general rule that appraisal rights are available applies to a merger in which cash is the sole consideration received by the shareholders, provided that no director, officer or controlling shareholder of the corporation has a direct or indirect material financial interest in the merger other than in (i) his, her or its capacity as a shareholder of the corporation, (ii) his, her or its capacity as a director, officer, employee or consultant of the corporation or the acquiring company pursuant to bona fide arrangements with the corporation or the acquiring company or (iii) any other capacity so long as the shareholder owns less than 5% of the voting securities of the corporation. Purchaser believes that this exception to the general rule that appraisal rights are available is applicable in this Agreement transaction and that ZOLL’s shareholders are not entitled to appraisal rights in connection with the Merger. However, the MBCA took effect on July 1, 2004, and to date Section 13.02 has not been the subject of judicial interpretation in these circumstances. Accordingly, it is possible that a court could conclude that this exception is not applicable and that XXXX’x shareholders are entitled to appraisal rights under Massachusetts law. Any shareholder who believes that he, she or it is or may be entitled to appraisal rights and who wishes to preserve those rights should carefully review Sections 13.01 through 13.31 of Part 13 of the MBCA, which sets forth the procedures to be complied with in perfecting any such rights, and should consult their own legal and other advisors with respect to the contrary, same. Failure to strictly comply with the procedures specified in Part 13 of the MBCA would result in the loss of any appraisal rights to which ZOLL’s shareholders may be entitled. To the extent any holder of Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as Merger seeks to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded assert appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall rights but is determined by a court to not be converted into the right entitled to such appraisal rights (or was entitled to exercise such appraisal rights but fails to take all necessary action to perfect them or effectively withdraws or loses them), such holder will be entitled to receive the Per Share Merger Consideration as per Share, without interest. Table of Contents Shareholders cannot exercise any appraisal rights at this time. The information provided above is for informational purposes only with respect to the possible alternatives of shareholders if and when the Merger is consummated. If shareholders sell their Shares in Section 2.1(athe Offer (or otherwise prior to the Merger), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall holders will not be deemed Dissenting Sharesentitled to exercise appraisal rights, and such holder thereof shall cease to have any other rights if any, which may be available with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except in connection with the prior written consent of Parent, 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, except as required by applicable LawMerger.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares of Common Stock that are issued and Company Securities outstanding immediately prior to the Effective Time and as held by a holder who is entitled to which the holders thereof have neither voted exercise and properly exercises such holder’s appraisal rights (“Dissenting Shares”) pursuant to, and who complies in favor all respects with Section 262 of the DGCL or any successor provision, shall not be converted into, or represent the right to receive, the Adjusted Merger nor consented thereto in writing and who Consideration or Deferred Merger Consideration, but such holder shall have properly demanded appraisal in writing instead be entitled to receive payment of the fair value of such holder’s Dissenting Shares in accordance with Section 262 of the DGCL and have not DGCL; provided, that if any such holder fails to perfect or effectively withdrawn withdraws or loses such demand (collectivelyholder’s appraisal rights, “then such Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall thereupon lose their status as Dissenting Shares and be treated as if they had been converted as of the Effective Time into and become exchangeable for the right to receivereceive the Adjusted Merger Consideration or Deferred Merger Consideration to which such holder is entitled, as without interest or dividends thereon, upon the surrender of the Certificate(s) which formerly represented such Dissenting Shares, in the manner provided in Section 2.7. Prior to the Effective Time, the Per Share Merger Consideration as provided in Company shall give Purchaser prompt notice of any written demands complying with Section 2.1(a), without interest and after giving effect 262 of the DGCL received by the Company to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other exercise appraisal rights with respect to any Company Securities, withdrawals or attempted withdrawals of such Sharesdemands and any other written instrument served pursuant to the DGCL and received by the Company relating to appraisal rights. From After the Effective Time, Purchaser and/or the Surviving Corporation shall give Equityholder Representative prompt notice of any 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, each holder of Dissenting Shares shall only be entitled have the right in its sole discretion to conduct the defense of, any such consideration as may be due 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 Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCL. The Company shall notpayment, except with the prior written consent of Parent, 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, except as required by applicable LawPurchaser (which will not be unreasonably withheld).

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, any Shares shares of Target Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and held by a holder who shall have properly demanded has exercised such holder's appraisal in writing rights in accordance with Section 262 of the DGCL Delaware Law, and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receivewho, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights ("DISSENTING SHARES"), shall not be converted into or represent a right to receive the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares2.1, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after but the Effective Time, each holder of the Dissenting Shares shall only be entitled to such consideration rights as may be due are granted by Section 262 of the Delaware Law. (b) Notwithstanding the provisions of Section 2.2(a), if any holder of shares of Target Common Stock who asserts his appraisal rights with respect to such Dissenting Shares shares in accordance with Section 262 of the Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) his rights to receive payment for the fair market value of such shares under Delaware Law, then, as of the later of the Effective Time or the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger Consideration in respect of such shares, without interest, upon surrender of the certificate or certificates representing such shares or upon delivery of the documents referred to in Section 2.7; provided that if such holder effectively withdraws or loses his appraisal rights after the Effective Time, then, at such time the Paying Agent will deposit in the escrow established pursuant to Section 2.3 ten percent (10%) of the aggregate Merger Consideration payable to such holder. (c) Target shall give Acquiror (i) prompt notice of any written demands for appraisal with respect to any shares of capital stock of Target pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisalDelaware Law, withdrawals of such demands, and any other instruments concerning appraisal served pursuant to applicable the Delaware Law that are and received by Target and (ii) the Company or any of its Representatives relating opportunity to stockholders’ rights of appraisal, and Parent shall be entitled to direct participate in all negotiations and proceedings with respect to any demand for appraisal rights under the DGCLDelaware Law. The Company Target shall not, except with the prior written consent of ParentAcquiror, voluntarily make any payment with respect to any demands for appraisal, appraisal rights with respect to Target Common Stock or offer to settle or settle any such demands demands. The Surviving Corporation or approve Acquiror shall be liable to the holders of Dissenting Shares who do not withdraw or lose their appraisal rights for any withdrawal payments required to be made to such holders in settlement of any their demand for appraisal or following appraisal of their shares in accordance with Delaware Law, and no such demands, except as required by applicable Lawpayment shall be deducted from the escrow established pursuant to Section 2.3 hereof regardless of whether such payment is in excess of the Merger Consideration otherwise payable with respect to the Dissenting Shares.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares appraisal rights shall be available to the holders of Common Stock Triton Units that are issued and outstanding immediately prior to the Effective Time in the same manner and in the same circumstances as would be available to which the holders thereof have neither voted in favor them as stockholders of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with a Delaware corporation under Section 262 of the DGCL if Triton were a Delaware corporation. The procedures set forth in Section 262 of the DGCL, including those contained in subsections (d) and (e) thereof, shall constitute the procedures for appraisal rights hereunder and shall apply as nearly as practicable. In accordance with the grant of authority to the Court of Chancery of the State of Delaware in Section 18-210 of the DLLCA, the Court of Chancery shall have not effectively withdrawn such demand the power and authority to determine the members (collectively, the “Triton Dissenting SharesMembers”) entitled to appraisal and to appraise the fair value of such Triton Units held by the Triton Dissenting Members (the “Triton Dissenting Units”). Any Triton Dissenting Units shall not be converted into or be exchangeable for the right to receive the Per Share applicable Triton Merger Consideration as provided Consideration, but instead such member shall be entitled to payment of the fair value of such Triton Units in Section 2.1(a), unless and until such Person accordance with the foregoing. If any Triton Dissenting Member shall have failed to perfect or shall have effectively withdrawn or lost such Person’s right with respect to appraisal under the DGCLany Triton Dissenting Units, at which time such Shares Triton Units 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 Per Share applicable Triton Merger Consideration as provided for each such unit, in accordance with the applicable subsection of Section 2.1(a)5.7, without any interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Sharesthereon. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company Triton shall give Parent the other Combining Companies prompt notice of any written demands for appraisalappraisal for any Triton Units, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the foregoing and received by the Company or any of its Representatives Triton relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, 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, except as required by applicable Lawthis Section 5.13.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, any Shares including Section ‎2.1(c), shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section ‎2.1(b)) and as to which the holders thereof have neither held by a record holder or beneficial owner who has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have properly demanded is statutorily entitled to exercise appraisal in writing in accordance rights and who duly complies with all provisions of Section 262 of the DGCL concerning the right of holders of shares of Company Common Stock to dissent from the Merger and have not effectively withdrawn seek appraisal of their shares of Company Common Stock (such demand (collectively, shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s dissenters’ rights under the DGCL with respect to such shares of Company Common Stock) shall will not be converted into the a right to receive the Per Share Merger Consideration Consideration, but instead will be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s appraisal rights pursuant to Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided in by Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under 262 of the DGCL, at which time such Shares shall shares of Company Common Stock will be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, Time into the Per Share right to receive the Merger Consideration as provided in accordance with Section 2.1(a‎2.1(c), without interest thereon and after giving effect to less any required Tax withholdings pursuant withholding taxes, upon surrender or transfer of such Company Certificate or Book-Entry Shares formerly representing such shares of Company Common Stock in the manner provided in Section ‎2.2(b). Notwithstanding anything to the contrary contained in Section 2.3(e) and such Shares shall not be deemed Dissenting Shares‎2.1(c), and such holder thereof shall cease if the Merger is rescinded or abandoned prior to have any other rights with respect to such Shares. From and after the Effective Time, each holder then the right of Dissenting Shares shall only any stockholder of the Company to be entitled to paid the fair value of such consideration as may be due with respect to such holder’s Dissenting Shares pursuant to Section 262 of the DGCLDGCL will be null and void. The Company shall give will provide Parent prompt written notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or any instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of its Representatives relating the DGCL that relates to stockholders’ rights of appraisalsuch demand, and Parent shall be entitled will have the opportunity and right to direct and control all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of ParentParent or to the extent required by Law, the Company will not make any payment with respect to any demands for appraisalto, or settle or agree or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares Any shares of SoftMagic Common Stock that are issued held by shareholders of SoftMagic who properly exercise and outstanding immediately prior to perfect the Effective Time dissenters' appraisal rights ("Dissenting Shares") set forth in Sections 607.1301, 607.1302 and as to which the holders thereof have neither voted in favor 607.1320 of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) FBCA shall not be converted pursuant to Section 2.1 but shall instead be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Section 262 the provisions of the DGCLFBCA. The Company SoftMagic shall give Parent Puma prompt notice of any demands demand received by SoftMagic for appraisal, withdrawals appraisal of such demandsSoftMagic Common Stock, and any other instruments served pursuant Puma shall have the right to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct control all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demand. The Company shall notSoftMagic agrees that, except with the prior written consent of ParentPuma or as required under the FBCA, it will not voluntarily make any payment with respect to, or settle or offer to settle, any demands such demand for appraisal. Each holder of Dissenting Shares (a "Dissenting Shareholder") who, offer pursuant to settle the provisions of the FBCA, becomes entitled to payment of the value of shares of SoftMagic Common Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or settle finally determined pursuant to the provisions of the FBCA). In the event that any holder of shares of SoftMagic Common Stock fails to make an effective demand for payment or otherwise loses his or her status as a Dissenting Shareholder, Puma shall, as of the later of the Effective Time or the occurrence of such demands event, issue and deliver, upon surrender by such Dissenting Shareholder of its Certificate or approve Certificates, the shares of Puma Common Stock and any withdrawal cash payment in lieu of any fractional shares, in each case without interest thereon, to which such demands, except as required by applicable LawDissenting Shareholder would have been entitled under Section 2.1 (less such Dissenting Shareholder's pro rata portion of the Escrow Shares) and the Cash Escrow.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary in the Merger Agreement, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time effective time and as that are held by Company stockholders that are entitled to which the holders thereof demand appraisal and have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly demanded appraisal in writing for such Shares in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, we refer to such shares as the “Dissenting Shares”) shall will not be converted into, or TABLE OF CONTENTS represent the right to receive, the Merger Consideration, unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal. At the effective time, except as otherwise provided by applicable laws, each holder of Dissenting Shares will cease to have any rights with respect to the Dissenting Shares, other than such rights as are granted under Section 262 of the DGCL. Such stockholders will be entitled to receive payment of the appraised value of such shares held by them in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or lost their rights to appraisal of such Shares under Section 262 of the DGCL will thereupon be deemed to have been converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a)Consideration, without any interest thereon. The Company is required to give Parent (i) prompt notice of any written demands for appraisal of any Shares received by the Company, withdrawals or attempted withdrawals of such demands and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after instruments served on the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares Company pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisal, withdrawals of such demands, DGCL and any other instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating prior to stockholders’ rights of appraisal, the effective time and Parent shall be entitled (ii) the opportunity to direct participate in all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall notwill not offer to make or make any voluntary payment with respect to any such demands for appraisal, except with or compromise or settle or offer to compromise or settle, any such demands for appraisal, or approve any withdrawal of such demands, or commit or agree to do any of the foregoing, in each case without the prior written consent of Parent, 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, except as required by applicable Law.

Appraisal Rights. a. Notwithstanding anything in this Plan of Merger or the Merger Agreement to the contrarycontrary and unless otherwise provided by applicable law, any Shares each share of FP Holding Common Stock that are which is issued and outstanding immediately prior to the Effective Time and as which is owned by a shareholder of FP Holding who (i) shall not have voted or caused or permitted any of his, her or its shares to which the holders thereof have neither be voted in favor of the Merger nor consented thereto in writing Merger, and who shall have properly demanded appraisal in writing in accordance with (ii) pursuant to Section 262 13.1-729 et seq. of the DGCL VSCA, duly and have not effectively withdrawn such demand validly exercises and perfects his, her or its appraisal rights with respect to his, her or its shares of FP Holding Common Stock (collectively, the “Dissenting Shares”) ), shall not be converted into the right to receive the Per Share Merger Consideration as provided Consideration, but, instead, the holder thereof, with respect to such Dissenting Shares, shall be entitled to payment in Section 2.1(a), unless cash from the Surviving Corporation of the appraised value of the Dissenting Shares in accordance with the provisions of the VSCA. If any such holder shall have failed to duly and until such Person validly exercise or perfect or shall have effectively withdrawn or lost such Person’s right appraisal rights, each share of FP Holding Common Stock of such holder as to which appraisal under the DGCLrights were not duly and validly exercised or perfected, at which time such Shares or were effectively withdrawn or lost, shall not be treated as if they had been deemed a Dissenting Share and shall automatically be converted into and become shall thereafter be exchangeable only for the right to receive, as of receive the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest this Plan of Merger and after giving effect to any required Tax withholdings pursuant to Section 2.3(ethe Merger Agreement. b. FP Holding will provide WFBI (i) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any written demands received by FP Holding for appraisalappraisal of shares of FP Holding Common Stock, attempted withdrawals of such demands, demands and any other instruments served on and received by FP Holding pursuant to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisalVSCA, and Parent shall be entitled (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any demand demands for appraisal under the DGCLVSCA. The Company FP Holding shall not, except with the prior written consent of ParentWFBI, make any payment with respect to any demands for appraisal, settle or offer to settle or settle any such demands demands, or approve any withdrawal of any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement (1) evidence that no WRC Stockholders will have satisfied all conditions necessary as of Financial Close to cause them to be entitled to an appraisal by the contrary, any Shares Delaware Court of Chancery of the fair value of that stockholders’ WRC Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of connection with the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section section 262 of the DGCL and have (including: (A) the delivery of written demand for appraisal to WRC prior to the taking of any vote of WRC stockholders on the Merger; and (B) not effectively withdrawn such demand voting in favour of the Merger (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided nor consenting thereto in Section 2.1(awriting)), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to more than 10% in the aggregate of the outstanding WRC Common Stock immediately prior to Financial Close; or (2) if prior to Financial Close, any one or more WRC Stockholders have satisfied all conditions necessary as of such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only time to cause them to be entitled to such consideration as may be due an appraisal by the Delaware Court of Chancery of the fair value the stockholder’s shares of Common Stock in connection with respect to such Dissenting Shares pursuant to Section the Merger in accordance with section 262 of the DGCL. The Company shall give Parent prompt notice , including: (A) the delivery of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings with respect to any written demand for appraisal under to WRC prior to the DGCLtaking of any vote of WRC stockholders on the Merger; and (B) not voting in favour of the Merger (nor consenting thereto in writing), then the Senior Agent must receive satisfactory evidence on terms acceptable to all Financiers (other than any Retired Financier) (acting reasonably and in good faith) that the Sponsor has unconditionally committed to make available Sufficient Additional Equity Funding. The Company shall notFor the purposes of this clause 2.1(o), except Sufficient Additional Equity Funding means that the Financiers are satisfied that at the time of payment mandated in accordance with section 262 of the prior written consent DGCL in connection with any appraisal rights (or such other time as the liabilities in connection with any appraisal rights become due and payable), an amount of Parent, make additional equity funding will be available to WRC (on terms acceptable to all Financiers (other than any payment Retired Financier) (acting reasonably and in good faith) (and satisfactory legal opinions are provided in connection with respect that equity commitment) to ensure that all potential liabilities of the Consolidated Group in relation to any demands for appraisalsuch appraisal rights will be met from that committed equity amount (such amounts to be determined reasonably and in good faith). Under the terms of that equity commitment the Sponsor will not be required to actually contribute that equity amount to meet liabilities in relation to appraisal rights to the extent drawings are available at the time of payment mandated in accordance with section 262 of the DGCL (or such other time as the liabilities become due and payable) under Facilities A, offer B or C to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.meet those liabilities;

Appraisal Rights. Notwithstanding anything in this Agreement ​ No appraisal rights are available to the contraryholders of Shares who tender such Shares in connection with the Offer. If the Offer and Merger are consummated, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as held by a holder who is entitled to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing demand and who shall have properly demanded demands appraisal in writing for such Shares in accordance with Section 262 of the DGCL, provided that such holder has not failed to perfect or has not otherwise waived, withdrawn or lost his, her or its right to appraisal under Section 262 of the DGCL and have with respect to such Shares or a court of competent jurisdiction has not effectively withdrawn determined that such demand (collectivelyholder is not entitled to the relief provided by Section 262 of the DGCL, “Dissenting Shares”) shall will not be converted into the a right to receive the Per Share Merger Consideration as provided in Section 2.1(a)TABLE OF CONTENTS​ Consideration, unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCLbut instead, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, will no longer be outstanding and will automatically be cancelled and cease to exist and the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and holders of such Shares shall not be deemed Dissenting Shares, and such holder thereof shall will cease to have any other rights with respect thereto except the right to payment of the fair value of such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due in accordance with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice Unless the court in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. In determining the “fair value” of any demands Shares, the court will take into account all relevant factors. Holders of Shares should recognize that “fair value” so determined could be higher or lower than, or the same as, the Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer Price) and that an investment banking 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, is not an opinion as to, and does not otherwise address, “fair value” under Section 262 of the DGCL. Moreover, we may argue in an appraisal proceeding that, for appraisal, withdrawals purposes of such demandsproceeding, the fair value of such Shares is less than such amount. Section 262 provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger or the surviving corporation within ten (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 any other instruments served pursuant to applicable Law that are received will include in such notice a copy of Section 262. The Schedule 14D-9 constitutes the formal notice by the Company or any to its stockholders of its Representatives relating 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 stockholders’ elect to exercise their appraisal rights under Section 262 in connection with the Merger, such stockholder must do all of appraisalthe following: (a) prior to the later of the consummation of the Offer and twenty (20) days after the date of mailing of the Schedule 14D-9, and Parent shall be entitled deliver to direct all negotiations and proceedings with respect to any the Company a written demand for appraisal under of Shares held, which demand must reasonably inform the DGCLCompany 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 Company shall not, except with the prior written consent of Parent, 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, except as required by applicable Law.​

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, any Shares including Section 2.1(c), shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 2.1(b)) and as to which the holders thereof have neither held by a record holder or beneficial owner who has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have properly demanded is statutorily entitled to exercise appraisal in writing in accordance rights and who duly complies with all provisions of Section 262 of the DGCL concerning the right of holders of shares of Company Common Stock to dissent from the Merger and have not effectively withdrawn seek appraisal of their shares of Company Common Stock (such demand (collectively, shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s dissenters’ rights under the DGCL with respect to such shares of Company Common Stock) shall will not be converted into the a right to receive the Per Share Merger Consideration Consideration, but instead will be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s appraisal rights pursuant to Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided in by Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under 262 of the DGCL, at which time such Shares shall shares of Company Common Stock will be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, Time into the Per Share right to receive the Merger Consideration as provided in accordance with Section 2.1(a2.1(c), without interest thereon and after giving effect to less any required Tax withholdings pursuant withholding taxes, upon surrender or transfer of such Company Certificate or Book-Entry Shares formerly representing such shares of Company Common Stock in the manner provided in Section 2.2(b). Notwithstanding anything to Section 2.3(e) and such Shares shall not be deemed Dissenting Sharesthe contrary contained in this Agreement, and such holder thereof shall cease if the Merger is rescinded or abandoned prior to have any other rights with respect to such Shares. From and after the Effective Time, each holder then the right of Dissenting Shares shall only any stockholder of the Company to be entitled to paid the fair value of such consideration as may be due with respect to such holder’s Dissenting Shares pursuant to Section 262 of the DGCLDGCL will be null and void. The Company shall give will provide Parent prompt written notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or any instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of its Representatives relating the DGCL that relates to stockholders’ rights of appraisalsuch demand, and Parent shall be entitled will have the opportunity and right to direct and control all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of ParentParent or to the extent required by Law, the Company will not make any payment with respect to any demands for appraisalto, or settle or agree or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement (1) evidence that no WRC Stockholders will have satisfied all conditions necessary as of Financial Close to cause them to be entitled to an appraisal by the contrary, any Shares Delaware Court of Chancery of the fair value of that stockholders’ WRC Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of connection with the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section section 262 of the DGCL and have (including: (A) the delivery of written demand for appraisal to WRC prior to the taking of any vote of WRC stockholders on the Merger; and (B) not effectively withdrawn such demand voting in favour of the Merger (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided nor consenting thereto in Section 2.1(awriting)), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to more than 10% in the aggregate of the outstanding WRC Common Stock immediately prior to Financial Close; or (2) if prior to Financial Close, any one or more WRC Stockholders have satisfied all conditions necessary as of such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only time to cause them to be entitled to such consideration as may be due an appraisal by the Delaware Court of Chancery of the fair value the stockholder’s shares of Common Stock in connection with respect to such Dissenting Shares pursuant to Section the Merger in accordance with section 262 of the DGCL. The Company shall give Parent prompt notice , including: (A) the delivery of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings with respect to any written demand for appraisal to WRC prior to the taking of any vote of WRC stockholders on the Merger; and (B) not voting in favour of the Merger (nor consenting thereto in writing), then the Mezzanine Agent must receive satisfactory evidence on terms acceptable to all Financiers (other than any Retired Financier) (acting reasonably and in good faith) that the Sponsor has unconditionally committed to make available Sufficient Additional Equity Funding. For the purposes of this clause 2.1(o), Sufficient Additional Equity Funding means that the Financiers are satisfied that at the time of payment mandated in accordance with section 262 of the DGCL in connection with any appraisal rights (or such other time as the liabilities in connection with any appraisal rights become due and payable), an amount of additional equity funding will be available to WRC (on terms acceptable to all Financiers (other than any Retired Financier) (acting reasonably and in good faith) (and satisfactory legal opinions are provided in connection with that equity commitment) to ensure that all potential liabilities of the Consolidated Group in relation to any such appraisal rights will be met from that committed equity amount (such amounts to be determined reasonably and in good faith). Under the terms of that equity commitment the Sponsor will not be required to actually contribute that equity amount to meet liabilities in relation to appraisal rights to the extent drawings are available at the time of payment mandated in accordance with section 262 of the DGCL (or such other time as the liabilities become due and payable) under the DGCL. The Company shall not, except with the prior written consent of Parent, make any payment with respect Senior Facilities Agreement to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.meet those liabilities;

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which that are held by any stockholders of the holders thereof Company who have neither not voted in favor of the Merger nor adoption of this Agreement (or consented thereto in writing writing) and who shall have properly demanded appraisal in writing of such shares of Company Common Stock in accordance with with, and who have otherwise complied with, Section 262 of the DGCL (“Section 262” and have not effectively withdrawn such demand (collectivelyshares, the “Dissenting Appraisal Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a3.01(c), unless and until but instead, at the Effective Time, will be entitled to only such Person rights as are granted by Section 262; provided that if any such holder shall have effectively withdrawn fail to perfect or lost such Person’s otherwise fails to comply with the applicable provisions of Section 262 or shall waive, withdraw or lose the right to appraisal under Section 262 with respect to such Appraisal Shares or a court of competent jurisdiction shall determine that such holder is not entitled to the DGCLrelief provided by Section 262, at which time then such Appraisal Shares shall be treated as if they had deemed to have been converted into into, and have become exchangeable for the right to receivefor, as of the Effective Time, the Per Share right to receive the Merger Consideration as provided in Section 2.1(a3.01(c), without interest less any applicable tax withholding and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not thereafter be deemed Dissenting to be Appraisal Shares, and such holder thereof shall cease to have . If the Surviving Corporation makes any other rights payment after the Effective Time with respect to such Shares. From and after Appraisal Shares to the Effective Time, each holder of Dissenting Shares shall only be entitled holders thereof pursuant to such consideration as may be due with respect holders’ appraisal rights under Section 262, then any portion of the Merger Consideration relating to such Dissenting Appraisal Shares pursuant held in the Payment Fund shall be delivered by the Paying Agent to Section 262 of the DGCLSurviving Corporation upon demand. The Company shall give prompt written notice to Parent prompt notice of any demands received by the Company for appraisalappraisal of any shares of Company Common Stock, any withdrawals of any such demands, and demands or any other instruments served pursuant to applicable Law that are the DGCL and received by the Company or any of its Representatives relating to stockholders’ the rights of appraisalappraisal of the holders of shares of Company Common Stock, and Parent shall be entitled have the right to participate in and direct all negotiations and proceedings Proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, or otherwise negotiate any such demands, or agree to do any of the foregoing. 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, appraisal or offer to settle or settle any such demands or approve any withdrawal that is not conditioned on consummation of any such demands, except as required by applicable Lawthe Merger.

Appraisal Rights. Notwithstanding anything Holders of the Shares do not have appraisal rights in this Agreement to connection with the contraryOffer. However, any if the Merger is consummated, holders of the Shares of Common Stock that are issued and outstanding immediately prior to at the Effective Time and as to which the holders thereof will have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings certain rights pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder provisions of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisal, withdrawals of such demandsincluding the right to dissent and demand appraisal of, and any other instruments served pursuant to applicable Law that are received by receive payment in cash of the fair value of, their Shares. Under Section 262 of the DGCL, dissenting stockholders of the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall who comply with the applicable statutory procedures will be entitled to direct all negotiations receive a judicial determination of the fair value of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and proceedings to receive payment of such fair value in cash, together with respect a fair rate of interest thereon, if any. Any such judicial determination of the fair value of the Shares could be based upon factors other than, or in addition to, the price per Share to any demand for appraisal under be paid in the Merger or the market value of the Shares. The value so determined could be more or 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 Company shall not, except with the prior written consent of Parent, 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, except as required by applicable LawTHE PRESERVATION AND EXERCISE OF APPRAISAL RIGHTS REQUIRE STRICT ADHERENCE TO THE APPLICABLE PROVISIONS OF THE DGCL.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, any Shares including Section ‎2.1(c), shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section ‎2.1(b)) and as to which the holders thereof have neither held by a record holder or beneficial owner who has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have properly demanded is statutorily entitled to exercise appraisal in writing in accordance rights and who duly complies with all provisions of Section 262 of the DGCL concerning the right of holders of shares of Company Common Stock to dissent from the Merger and have not effectively withdrawn seek appraisal of their shares of Company Common Stock (such demand (collectively, shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s dissenters’ rights under the DGCL with respect to such shares of Company Common Stock) shall will not be converted into the a right to receive the Per Share Merger Consideration Consideration, but instead will be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s appraisal rights pursuant to Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided in by Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under 262 of the DGCL, at which time such Shares shall shares of Company Common Stock will be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, Time into the Per Share right to receive the Merger Consideration as provided in accordance with Section 2.1(a‎2.1(c), without interest thereon and after giving effect to less any required Tax withholdings pursuant withholding taxes, upon surrender or transfer of such Company Certificate or Book-Entry Shares formerly representing such shares of Company Common Stock in the manner provided in Section 2.2(b)‎. Notwithstanding anything to Section 2.3(e) and such Shares shall not be deemed Dissenting Sharesthe contrary contained in this Agreement, and such holder thereof shall cease if the Merger is rescinded or abandoned prior to have any other rights with respect to such Shares. From and after the Effective Time, each holder then the right of Dissenting Shares shall only any stockholder of the Company to be entitled to paid the fair value of such consideration as may be due with respect to such holder’s Dissenting Shares pursuant to Section 262 of the DGCLDGCL will be null and void. The Company shall give will provide Parent prompt written notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or any instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of its Representatives relating the DGCL that relates to stockholders’ rights of appraisalsuch demand, and Parent shall be entitled will have the opportunity and right to direct and control all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of ParentParent or to the extent required by Law, the Company will not make any payment with respect to any demands for appraisalto, or settle or agree or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything Any shares of Cadis Capital Stock held ---------------- by stockholders of Cadis who properly exercise and perfect the dissenters' appraisal rights set forth in this Agreement to the contrary, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand GCL (collectively, “"Dissenting Shares”") shall not be converted pursuant to Section 2.1 but shall instead be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Section 262 the provisions of the DGCLGCL. The Company Cadis shall give Parent Aspect prompt notice of any demands demand received by Cadis for appraisal, withdrawals appraisal of such demandsCadis Capital Stock, and any other instruments served pursuant Aspect shall have the right to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct control all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demand. The Company shall notCadis agrees that, except with the prior written consent of ParentAspect or as required under the GCL, it will not voluntarily make any payment with respect to, or settle or offer to settle, any demands such demand for appraisal. Each holder of Dissenting Shares (a "Dissenting Stockholder") who, offer pursuant to settle the provisions of the GCL, becomes entitled to payment of the value of shares of Cadis Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or settle finally determined pursuant to the provisions of the GCL). In the event that any holder of shares of Cadis Capital Stock fails to make an effective demand for payment or otherwise loses his or her status as a Dissenting Stockholder, Aspect shall, as of the later of the Effective Time or the occurrence of such demands event, issue and deliver, upon surrender by such Dissenting Stockholder of its Certificate or approve Certificates, the shares of Aspect Common Stock and any withdrawal cash payment in lieu of any fractional shares, in each case without interest thereon, to which such demands, except as required by applicable LawDissenting Stockholder would have been entitled under Section 2.1 (less such Dissenting Stockholder's pro rata portion of the Escrow Shares).

Appraisal Rights. (1) Notwithstanding anything in any provision of this Agreement to the contrary, any Shares shares of Company Common Stock that are issued or Company Preferred Stock held by a holder who has demanded and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded perfected appraisal in writing rights for such shares in accordance with Section 262 of the DGCL Delaware Law and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receivewho, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights ("Dissenting Shares"), shall not be converted into or represent a right to receive the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares1.7(a), and such but the holder thereof shall cease to have any other rights with respect only be entitled to such Sharesrights as are granted by Delaware Law. From and after the Effective Time, each a holder of Dissenting Shares shall only not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. (2) Notwithstanding the provisions of Section 1.7(d)(1), if any holder of shares of Company Common Stock or Company Preferred Stock who demands appraisal of such consideration holder's shares of Company Common Stock or Company Preferred Stock under Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) his right to appraisal, then as may of the later of the Effective Time or the occurrence of such event, such holder's shares of Company Common Stock or Company Preferred Stock shall automatically be due with respect converted into and represent only the right to receive the Merger Consideration without interest, upon surrender of the certificate or certificates representing such Dissenting Shares shares of Company Common Stock or Company Preferred Stock (each such certificate, a "Company Certificate") pursuant to Section 262 of the DGCL. 1.8. (3) The Company shall give Parent (i) prompt notice of any written demands for appraisalappraisal or dissenters' rights or payment of the fair value of any shares of Company Common Stock or Company Preferred Stock, withdrawals of such demands, and any other instruments served on the Company pursuant to applicable Law that are law and received by the Company or any of its Representatives relating to stockholders’ rights of appraisalCompany, and Parent shall be entitled (ii) the opportunity to direct all negotiations and proceedings with respect to any demand demands for appraisal under the DGCLDelaware Law. The Company shall not, except Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisalappraisal of or dissenters' rights on capital stock of the Company or settle, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, except as required by applicable Law.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, any Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) constitute Appraisal Shares shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a)Consideration, unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such each holder of Appraisal Shares shall be treated as if they had been converted into and become exchangeable for the right entitled only to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to receive such consideration as may is determined to be due with respect to such Dissenting Appraisal Shares pursuant to Section 262 of the DGCL. From and after the Effective Time, a holder of Appraisal Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If any holder of Appraisal Shares shall fail to perfect or shall otherwise waive, withdraw or lose such holder’s right to appraisal under Section 262 of the DGCL, then (i) the right of such holder to be paid such consideration as is determined to be due pursuant to Section 262 of the DGCL shall cease, and (ii) such Appraisal Shares shall be deemed to have been converted as of the Effective Time into and have become exchangeable only for the right to receive (upon the surrender of the Company Stock Certificate(s) or Book Entry Shares previously representing such Appraisal Shares) the Merger Consideration, without interest and reduced by the amount of any withholding that is required under applicable Tax Law, in accordance with Section 3.5. (b) The Company (i) shall give Parent prompt written notice of any demands demand by any stockholder of the Company for appraisal, withdrawals appraisal of such demandsstockholder’s Company Common Stock pursuant to Section 262 of the DGCL, and any other instruments served pursuant (ii) shall give Parent the opportunity to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled to direct participate in all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demand. The Company shall not, except with the prior written consent of Parent, not make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle or settle any such demands or approve any withdrawal for appraisal without the consent of any Parent. (c) For purposes of this Agreement, “Appraisal Shares” shall refer to shares of Company Common Stock outstanding immediately prior to the Effective Time that are held by a holder who is entitled to demand and properly demands appraisal of such demandsshares pursuant to, except as required by applicable Lawand who complies in all respects with, Section 262 of the DGCL.

Appraisal Rights. Notwithstanding anything in this the Merger Agreement to the contrary, any Shares of Common Stock that are issued and outstanding immediately prior Shares held by persons who object to the Effective Time Merger and as to which comply with all the holders thereof have neither voted in favor provisions of the PBCL concerning the right of holders of Shares to dissent from the Merger nor consented thereto in writing and who shall have properly demanded require appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand their Shares (collectively, “"Dissenting Shares”Shareholder") shall will not be converted into the right to receive the Per Share Offer Price, without interest, pursuant to the Merger Consideration as provided in Section 2.1(a)Agreement, unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall but will be treated as if they had been converted into and become exchangeable for the right to receivereceive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the PBCL; provided, as of however, that the Shares outstanding immediately prior to the Effective TimeTime and held by a Dissenting Shareholder who will, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder withdraw his demand for appraisal or lose his right of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares appraisal, in either case pursuant to Section 262 the PBCL, will be deemed to be converted as of the DGCLEffective Time into the right to receive the Offer Price, payable to the holder thereof, without interest. The Company shall will give Parent (i) prompt notice of any written demands for appraisal, withdrawals appraisal of such demands, and any other instruments served pursuant to applicable Law that are the Shares received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled (ii) the opportunity to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall will not, except with without the prior written consent of Parent, voluntarily settle or compromise any such demands. In addition to the appraisal rights discussed above, shareholders also have certain rights ("Subchapter 25E Rights") under Subchapter 25E of the PBCL ("Subchapter 25E") which will become applicable prior to the Effective Time in the event that the Purchaser (or a group of related persons, or any other person or group of related persons) were to acquire Shares representing at least 20% of the voting power of the Company, in connection with the Offer or otherwise (a "Control Transaction"). In such event, shareholders of the Company would have the right to demand "fair value" of such shareholders' Shares and to be paid such fair value upon compliance with the requirements of Subchapter 25E. Under Subchapter 25E, "fair value" may not be less than the highest price per share paid by the controlling person or group at any time during the 90-day period ending on and including the date of the Control Transaction, plus an increment, if any, representing any value, including, without limitation, any proportion of value payable for acquisition of control of the Company, that may not be reflected in such price. Purchaser believes that the Offer Price represents fair value of the Shares within the meaning of Subchapter 25E. Subchapter 25E Rights would attach immediately upon consummation of a Control Transaction and require that any shareholder seeking such appraisal must make any payment a demand for fair value within a reasonable time after the notice to shareholders that a Control Transaction has occurred is given by the controlling person or group in accordance with Subchapter 25E, which time period may be specified in such notice, as well as comply with the other procedures of Subchapter 25E. Subchapter 25E Rights are available only with respect to shares of a registered corporation held by a shareholder after the occurrence of a Control Transaction; accordingly, Subchapter 25E Rights would not be available with respect to any demands Shares tendered in the Offer and accepted for appraisalpayment. The foregoing summary of rights under Subchapter 25E is qualified in its entirety by reference to the full text of Subchapter 25E, offer which is attached hereto as Annex A. THE FOREGOING SUMMARY OF THE RIGHTS OF DISSENTING SHAREHOLDERS UNDER THE PBCL DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY SHAREHOLDERS DESIRING TO EXERCISE ANY APPRAISAL RIGHTS AVAILABLE UNDER THE PBCL. THE PRESERVATION AND EXERCISE OF APPRAISAL RIGHTS REQUIRE STRICT ADHERENCE TO THE APPLICABLE PROVISIONS OF THE PBCL. Rule 13e-3. The Commission has adopted Rule 13e-3 under the Exchange Act which is applicable to settle certain "going private" transactions and which may under certain circumstances be applicable to the Merger or settle any another business combination following the purchase of Shares pursuant to the Offer 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 year following consummation of the Offer and in the Merger shareholders would receive the same price per Share as paid in 29 32 the Offer. If Rule 13e-3 were applicable to the Merger, 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 shareholders in such demands or approve any withdrawal a transaction, be filed with the Commission and disclosed to minority shareholders prior to consummation of any such demands, except as required by applicable Lawthe transaction.

Appraisal Rights. Notwithstanding anything in any other provision of this Agreement to the contrary, any Shares shares of BKYF Common Stock that are issued and outstanding immediately prior to the Effective Time and as with respect to which the holders shareholders thereof have neither given notice of their intention to assert the right to dissent in accordance with Section 271B.13-210 of the KBCA and which shareholders have not voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance otherwise complied with Section 262 the provisions of Subtitle 13 of the DGCL and have not effectively withdrawn such demand KBCA to become a “Dissenter” as defined therein (collectively, the “Dissenting Appraisal Shares”) shall not be converted into or represent the right to receive the Per Share Merger Consideration as provided Consideration. Such shareholders instead shall be entitled to receive payment of the fair value of such shares held by them in Section 2.1(a)accordance with Subtitle 13 of the KBCA, unless and until such Person except that all Appraisal Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost such Person’s right to appraisal their rights as dissenting shareholders under the DGCL, at which time such Shares KBCL shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable for the right to receiveexchangeable, as of the Effective Time, for the Per Share right to receive, without any interest thereon, the Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares2.7. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company BKYF shall give Parent (i) prompt notice of any written demands for appraisalpayment of fair value of any shares of BKYF Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the KBCL and received by the Company or any of its Representatives BKYF relating to stockholdersshareholders’ dissenters’ rights of appraisal, and Parent shall be entitled (ii) the opportunity to direct participate in all negotiations and proceedings with respect to any demand for appraisal demands under the DGCLKBCL consistent with the obligations of BKYF thereunder. The Company BKYF shall not, except with the prior written consent of Parent, (x) make any payment with respect to any demands for appraisalsuch demand, (y) offer to settle or settle any such demands demand for payment of fair value or approve (z) waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands, except as required by applicable Lawother action to perfect payment of fair value rights in accordance with the KBCL.

Appraisal Rights. Notwithstanding anything in this Agreement No dissent or appraisal rights are available to the contraryholders of Shares in connection with the Offer. However, any if the Merger is consummated, each holder of Shares of Common Stock (that are issued and outstanding immediately prior to did not tender such Shares into the Offer) at the Effective Time and as to which who has voted against the holders thereof have neither voted in favor Merger (unless no vote of the shareholders of FFE is required by the TBOC in connection with the Merger nor pursuant to the provisions of Section 10.006 of the TBOC) or has not consented thereto to the Merger in writing if the Merger is to be approved by the written consent of the shareholders of FFE, and who shall have properly demanded appraisal in writing in accordance otherwise complies with Section 262 the applicable statutory provisions of Subchapter H of Chapter 10 of the DGCL and have not effectively withdrawn TBOC will be entitled to demand fair value of such demand (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of . At the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and all such Shares shall not will automatically be deemed Dissenting Sharescancelled and will cease to exist or be outstanding, and such each holder thereof shall will cease to have any other rights with respect to such the Shares, except for the rights provided pursuant to the provisions of Subchapter H of Chapter 10 of the TBOC. From and after the Effective Time, each holder FFE is required to give us notice of Dissenting Shares shall only be entitled any written demands to such consideration as may be due exercise dissenter’s rights with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisalShares, attempted withdrawals of such demands, demands and any other instruments served on FFE pursuant to applicable Law that are received by the Company or any of its Representatives relating TBOC. We have the right to stockholders’ rights of appraisal, and Parent shall be entitled to direct all participate in negotiations and proceedings with respect to any demand demands for appraisal fair value under the DGCLTBOC. The Company shall not, except with the prior written consent of Parent, FFE will not offer to make or make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal for payment of the fair value of any such demandsShares without our prior written consent. This value may be more or less than, except or the same as, the Offer Price. Such rights to dissent, if the statutory procedures are met, could lead to a judicial determination of the fair value of the dissenter’s Shares, as of the day preceding the effective date of the Merger, required to be paid in cash to such dissenting holders for their Shares. Any appreciation or depreciation in the value of the Shares occurring in anticipation of the Merger or as a result of the Merger must be specifically excluded from the computation of the fair value of the ownership interest. In addition, such dissenting shareholders would be entitled to receive payment of interest accruing from the 91st day after the effective date of the Merger until the date of the judgment determining the fair value of their Shares. In computing the fair value of the Shares, consideration must be given to the value of FFE as a going concern without including in the computation of value any control premium, any minority ownership discount, or any discount for lack of marketability. The appraiser appointed by the court to determine the fair value of the Shares is entitled to examine the books and records of FFE and may conduct investigations as the appraiser considers appropriate. Accordingly, such determination could be based upon considerations other than, or in addition to, the market value of the dissenter’s Shares, including, among other things, asset values and earning capacity. Therefore, the value so determined in any appraisal proceeding could be the same as, or more or less than, the purchase price per Share in the Offer or the Merger consideration. The foregoing summary of the rights of dissenting shareholders under the TBOC does not purport to be a complete statement of the procedures to be followed by FFE shareholders desiring to exercise any available dissent and appraisal rights. The preservation and exercise of dissent and appraisal rights require strict adherence to the applicable provisions of the TBOC. Failure to follow the steps required by applicable Lawthe TBOC for perfecting dissent and appraisal rights may result in the loss of such rights. You cannot exercise dissent or appraisal rights at this time. 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 dissent and 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. Notwithstanding anything in this Agreement to the contrary, any Shares of Common Stock that are issued and outstanding immediately prior Common Shares and Series C Preferred Shares held by a person who shall not have voted to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor adopt this Agreement or consented thereto or waived such rights in writing and who shall have properly demanded demands appraisal in writing for such shares in accordance with Section 262 of the DGCL and have not effectively withdrawn (such demand (collectivelyperson, “Dissenting a "Demanding Stockholder"; such shares, "Appraisal Shares”") shall not be converted as described in Sections 4.2(c) or 4.2(b), as applicable, but shall be converted into the right to receive the Per Share Merger Consideration such consideration as provided in Section 2.1(a), unless and until may be determined to be due to such Person shall have effectively withdrawn or lost such Person’s right Demanding Stockholder pursuant to appraisal under the DGCL, at which time unless such Shares shall be treated as if they had been converted into and become exchangeable for the holder fails to perfect or withdraws or otherwise loses his right to receiveappraisal. If, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting such Demanding Stockholder fails to perfect or withdraws or loses his right to appraisal, such Demanding Stockholder's Common Shares and Series C Preferred Shares shall only no longer be entitled considered Appraisal Shares for the purposes of this Agreement and shall be deemed to such have been converted, at the Effective Time, into the right to receive the consideration set forth in Sections 4.2(c) or 4.2(b), as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCLapplicable, without any interest thereon. The Company shall give Parent (i) prompt notice of any demands received by the Company for appraisalappraisal of Common Shares or Series C Preferred Shares, withdrawals of such demands, and any other instruments or documents served pursuant to applicable Law that are the DGCL and received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled (ii) the opportunity to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisalto, or offer to settle or settle settle, any such demands for amounts in excess of the Per Common Share Consideration or approve any withdrawal the Per Preferred Share Consideration. Each holder of any Appraisal Shares who becomes entitled to payment for such demandsAppraisal Shares under the provisions of Section 262 of the DGCL, except will receive payment thereof from the Surviving Corporation and, as required by applicable Lawof the Effective Time, such Appraisal Shares will no longer be outstanding and will automatically be canceled and will cease to exist.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any Common Shares of Common Stock and Preferred Shares that are issued and outstanding immediately prior to the Effective Time and as that are held by stockholders that are entitled to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing demand and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL their Common Shares and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal Preferred Shares under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for that have complied in all respects with the requirements of the DGCL concerning the right of a stockholder to receivedemand appraisal of such Common Shares and Preferred Shares, and that, as of the Effective Time, have not effectively withdrawn or lost such right to appraisal (the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e“Dissenting Shares”) and such Shares shall will not be deemed Dissenting Sharesconverted into or represent a right to receive the Merger Consideration, and the holders of such holder thereof shall cease to have any other rights with respect Dissenting Shares will be entitled only to such Sharesrights as are provided under Section 262 of the DGCL. From and after the Effective Time, each Each holder of Dissenting Shares shall only be that becomes entitled to such consideration as may be due with respect to payment for such Dissenting Shares pursuant to Section 262 of the DGCL will receive payment for such Dissenting Shares from the Surviving Corporation in accordance with the DGCL. ; provided, however, that to the extent that any holder or holders of Common Shares and Preferred Shares have failed to establish entitlement to appraisal rights as provided in Section 262 of the DGCL, such holder or holders (as the case may be) will forfeit the right to appraisal of such Common Shares and Preferred Shares and each such Common Share and Preferred Share will thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive payment from the Surviving Corporation of the Merger Consideration, without interest. (b) The Company shall will give Parent and Merger Sub (i) prompt notice of any written demands for appraisal, withdrawals of such demandsdemands for appraisal, and any other instruments instrument served pursuant to applicable Law that Section 262 of the DGCL which are received by the Company or any of its Representatives relating to stockholders’ rights of appraisalCompany, and Parent shall be entitled (ii) the opportunity to direct all negotiations and proceedings with respect to any demand demands for appraisal under Section 262 or any other applicable provision of the DGCL. The Company shall will not, except with the prior express written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Under Section 262 of the DGCL and DGCL, the Stockholders who do not wish to accept the applicable Aggregate Consideration, payable pursuant to the Merger Agreement, have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into the right to seek appraisal of the “fair value” of their Shares in the Delaware Court of Chancery and to receive a payment equal to such appraised value. Such appraised value may be greater than, the Per same as, or less than the amount per Share net to the Stockholders in cash, without interest and less any applicable withholding taxes, that Stockholders are entitled to receive pursuant to the Merger. Stockholders who do not wish to accept the applicable Aggregate Consideration payable pursuant to the Merger Consideration Agreement and who wish to assert their rights to an appraisal of their Shares must so notify the Surviving Company in writing at: Oak Street Holdings Corporation, 00000 X. Xxxxxxxx Xx., Xxxxx 000, Xxxxxx, XX 00000, Attention: Xxxxxxx X. Xxxxxx, Chief Executive Officer, within twenty (20) days after the date of mailing of this Letter of Transmittal, as provided in Section 2.1(a)indicated by the postmark on the envelope containing this Letter of Transmittal. Oak Street recommends that such notification to it be sent by registered or certified mail, unless with return receipt requested. Such written notice from a Stockholder wishing to assert appraisal rights must reasonably inform the Surviving Company of the identity of such Stockholder, and until that such Person shall have effectively withdrawn or lost Stockholder intends thereby to demand appraisal of such PersonStockholder’s right to appraisal under the Shares. IN ADDITION, TO PERFECT THEIR APPRAISAL RIGHTS, DISSENTING STOCKHOLDERS MUST COMPLY WITH ALL OF THE CONDITIONS AND OTHER PROCEDURES EXPLAINED UNDER “RIGHTS OF DISSENTING STOCKHOLDERS” IN ANNEX I HERETO AND SET FORTH IN THE TEXT OF SECTION 262 OF THE DGCL, at which time such A COPY OF WHICH IS ATTACHED HERETO AS ANNEX III. Under Delaware Law, the procedures to obtain appraisal rights must be carried out by and in the name of those registered as the holders of record of Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, . Stockholders who are the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall beneficial owners but not be deemed Dissenting the holders of record of Shares, and who wish to exercise such holder thereof shall cease appraisal rights, are advised to have any other consult promptly with the holders of record as to the timely exercise of such rights with respect and to cause such Sharesholders of record to make the appropriate demand. From FAILURE TO FOLLOW THE PROCEDURES SET FORTH IN SECTION 262 OF THE DGCL MAY RESULT IN A TERMINATION OR LOSS OF APPRAISAL RIGHTS. The foregoing is a summary of the material provisions of Sections 251(h) and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant is qualified in its entirety by reference to applicable Law that such provisions, which are received by the Company or any of its Representatives relating to stockholders’ rights of appraisalattached hereto in full as Annex II and Annex III respectively, and Parent shall be entitled to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCL. The Company shall notsummary of Section 262, except with the prior written consent of Parent, 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, except which is attached hereto as required by applicable Law.Annex I.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares of Each Common Stock Share that are is issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither that is held by a Stockholder who has not voted in favor of the Merger nor or consented thereto in writing and who shall or executed an enforceable waiver of appraisal rights to the extent permitted by applicable Law and, in the case of any Person required to have properly demanded exercised appraisal in writing in accordance with rights under Section 262 of the DGCL as of the Effective Time of the Merger in order to preserve such rights, with respect to which appraisal rights under the DGCL have been duly and have not effectively withdrawn such demand (collectivelyvalidly demanded, “Dissenting Shares”) shall will not be converted into the right to receive any portion of the Per Share applicable Merger Consideration and will be converted into the right to receive payment from the Surviving Corporation with respect thereto as provided in Section 2.1(a)by the DGCL, unless and until the holder of any such Person shall Common Share will have failed to perfect or will have effectively withdrawn or lost such Person’s his, her or its right to appraisal and payment under the DGCL, at in which time case such Shares shall Common Share will thereupon be treated as if they had been converted into and become exchangeable for the right to receivedeemed, as of the Effective Time, to have been canceled and retired and to have ceased to exist and been converted into the Per Share right to receive, upon surrender of such certificate, if applicable, and the delivery of a duly executed and completed Letter of Transmittal in accordance with Section 1.03, a portion, without interest, of the Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights payable with respect to such SharesCommon Share. From and after the Effective Time, each a holder of Dissenting Shares shall only no longer be entitled to such consideration as may be due with respect vote his, her or its Common Shares for any purpose or to such Dissenting receive payment of dividends or other distributions on his, her or its Common Shares pursuant (except dividends or other distributions payable to Section 262 Stockholders of record at a date prior to the DGCLEffective Time, or dividends that accrued thereon prior to the Effective Time). The Company shall give Parent prompt notice of any demands Common Shares for appraisal, withdrawals of such demandswhich appraisal rights have been properly exercised, and any other instruments served pursuant not subsequently withdrawn, lost or failed to applicable Law that be perfected, are received by the Company or any of its Representatives relating referred to stockholders’ rights of appraisal, and herein as “Dissenting Shares.” Parent shall be entitled to direct all negotiations and proceedings with retain (or receive from the Paying Agent) any Merger Consideration that otherwise would have been paid in respect of the Dissenting Shares pending resolution of the claims of such holders, and, subject to this Section 1.12, no Stockholder shall be entitled to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent portion of Parent, 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, except as required by applicable Lawretained Merger Consideration.

Appraisal Rights. Notwithstanding anything in (a) Any stockholder of a corporation of this Agreement State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the contraryeffective date of the merger or consolidation, any Shares who has otherwise complied with subsection (d) of Common Stock that are issued this section and outstanding immediately prior to the Effective Time and as to which the holders thereof have who has neither voted in favor of the Merger merger or consolidation nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder § 228 of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent this title shall be entitled to direct an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository. (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title: (1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of § 251 of this title. (2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except: a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof; b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders; c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph. (3) In the event all negotiations of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation. (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and proceedings (e) of this section, shall apply as nearly as is practicable. (d) Appraisal rights shall be perfected as follows: (1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder's shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal under of such stockholder's shares. Such demand will be sufficient if it reasonably informs the DGCLcorporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder's shares. The Company A proxy or vote against the merger or consolidation shall notnot constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, except the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or (2) If the merger or consolidation was approved pursuant to § 228 or § 253 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting 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 shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder's shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder's shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given. (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the prior requirements of subsections (a) and (d) hereof, upon written consent request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of Parent, make any payment shares not voted in favor of the merger or consolidation and with respect to any which demands for appraisalappraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, offer to settle or settle any such demands or approve any withdrawal whichever is later. (f) Upon the filing of any such demandspetition by a stockholder, except service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as required to the value of their shares have not been reached by applicable Lawthe surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in (a) In accordance with Section 262 of the DGCL DGCL, no appraisal rights shall be available to holders of any shares of Solstice Common Stock in connection with the Solstice Merger. (b) Notwithstanding anything to the contrary contained in this Agreement, Dissenting Shares and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) Cayman Shares shall not be converted into or represent the right to receive any consideration in accordance with Section 3.1(b)(ii), Section 3.1(c)(ii) or Section 3.1(d)(ii) but shall be entitled only to such rights as are granted by the applicable Appraisal Statute to a holder of Dissenting Shares or Dissenting Cayman Shares. (c) If any Dissenting Shares or Dissenting Cayman Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of loss of such status, such shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Per Share Merger Consideration as provided consideration otherwise payable in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right respect thereof pursuant to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a)this Agreement, without interest thereon, upon surrender of the Certificate formerly representing such shares and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not thereafter be deemed to be Dissenting Shares or Dissenting Cayman Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after as the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as case may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company be. (d) Each Glass Party shall give Parent Solstice (i) prompt notice of any demands written demand for appraisalappraisal received by any Glass Party pursuant to the applicable Appraisal Statute, withdrawals any withdrawal of any such demands, demand and any other instruments served demand, notice or instrument delivered to any Glass Party prior to the Effective Time pursuant to the applicable Law Appraisal Statute that are received by relates to such demand and (ii) the Company or any of its Representatives relating opportunity to stockholders’ rights of appraisal, and Parent shall be entitled to direct participate in all negotiations and proceedings with respect to any demand for appraisal under the DGCLsuch demand, notice or instrument. The Company No Glass Party shall not, except with the prior written consent of Parent, settle or make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisalsuch demand, offer notice or instrument unless Solstice shall have given its written consent to settle such settlement, payment or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Lawsettlement offer.

Appraisal Rights. Notwithstanding anything in this Agreement No appraisal rights are available to the contraryholders of Shares who tender such Shares in connection with the Offer. If the Offer and Merger are consummated, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted of Shares who (i) did not tender their Shares in favor of the Merger nor consented thereto Offer; (ii) follow the procedures set forth in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 of the DGCL DGCL; and have (iii) do not effectively withdrawn such demand thereafter lose their appraisal rights (collectivelyby withdrawal, “Dissenting Shares”) shall not be converted into the right failure to receive the Per Share Merger Consideration as provided in Section 2.1(aperfect or otherwise), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under in each case in accordance with the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest thereon, if any, as determined by such court. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. In determining the “fair value” of any Shares, the Court of Chancery will take into account all relevant factors. Holders of Shares should recognize that “fair value” so determined could be higher or lower than, or the same as, the Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer Price) and that an investment banking opinion as may be due with respect to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such Dissenting Shares pursuant to as the Offer and the Merger, is not an opinion as to, and does not otherwise address, Table of Contents “fair value” under Section 262 of the DGCL. The Company Moreover, we may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such Shares is less than such amount. Section 262 provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger or the surviving corporation within ten days thereafter shall give Parent prompt notice notify each of the holders of any demands for appraisal, withdrawals class or series of stock of such demandsconstituent 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 any other instruments served pursuant shall include in such notice a copy of Section 262. The Schedule 14D-9 constitutes the formal notice by Xxxxxxx to applicable Law that are received by its stockholders of appraisal rights in connection with the Company or any Merger under Section 262 of its Representatives relating the DGCL. As described more fully in the Schedule 14D-9, if a stockholder wishes to stockholders’ elect to exercise appraisal rights under Section 262 in connection with the Merger, such stockholder must do all of appraisalthe following: • prior to the later of the consummation of the Offer and twenty days after the date of mailing of the Schedule 14D-9, and Parent shall be entitled deliver to direct all negotiations and proceedings with respect to any Dermira a written demand for appraisal under of Shares held, which demand must reasonably inform Xxxxxxx of the DGCL. The Company shall not, except with identity of the prior 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 consent of Parent, make any payment with respect to any demands demand for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Lawappraisal is made through the Effective Time.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrarycontrary (but subject to subsection (c) below), any Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither held by a holder who has not voted in favor of the Merger nor or consented thereto in writing and who has complied with Section 262 of the DGCL (the "Dissenting Shares") shall have properly demanded appraisal not be converted into the consideration set forth in writing Section 4.01(a), unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such shares held by him or her in accordance with Section 262 of the DGCL and have not effectively withdrawn DGCL, unless, after the Effective Time, such demand (collectivelyholder fails to perfect or withdraws or loses his or her right to appraisal, “in which case such Dissenting Shares”) Shares shall not be converted into and represent only the right to receive the Per Share Merger Consideration as provided consideration set forth in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a4.01(a), without interest and after giving effect to any required Tax withholdings thereon, upon surrender of the certificate or certificates representing such shares of Company Common Stock pursuant to Section 2.3(e4.02. (b) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent (i) prompt notice of any written demands for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, ; and Parent shall be entitled (ii) the opportunity to direct participate in the conduct of all negotiations and proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall not, except Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle or settle any such demands or approve for appraisal. (c) Notwithstanding the provisions of subsection (a) of this Section 4.05, no appraisal rights shall be available to holders of shares of Company Common Stock in connection with the Merger, other than pursuant to Section 262(b)(3) of the DGCL, if, at the Effective Time of the Merger, all holders of Company Common Stock would be entitled to receive solely the Stock Consideration for all of their shares of Company Common Stock in the Merger (without any withdrawal pro rata reduction thereto as provided in the proviso to the first sentence of any such demands, except as required by applicable LawSection 2.01(a))."

Appraisal Rights. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, any Shares to the extent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither not been voted in favor of the Merger nor (or consented thereto in writing to) adoption of this Agreement, and who shall have with respect to which a demand for payment and appraisal has been properly demanded appraisal in writing made and perfected in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, the “Dissenting Shares”) ), shall not be converted into or represent the right to receive the Per Share Merger Consideration in accordance with Section 1.5(a), 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 DGCL; provided that if a holder of Dissenting Shares (a “Dissenting Stockholder”) shall have failed to perfect or withdraws or loses such holder’s right to payment and appraisal or becomes ineligible for such payment and appraisal then such holder’s Dissenting Shares shall thereupon cease to be Dissenting Shares and shall be deemed to have automatically been converted as of the Effective Time into the right to receive the Per Share Merger Consideration as provided in accordance with Section 2.1(a1.5(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e. (b) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent the Parents (i) prompt written notice of any written demands for appraisaldissenters’ rights of any Company Common Stock, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company or any which relate to rights to be paid “fair value” for Dissenting Shares, as provided in Section 262 of its Representatives relating the DGCL and (ii) the opportunity to stockholders’ rights of appraisal, participate in and Parent shall be entitled to direct all negotiations and proceedings with respect to any demand demands for appraisal dissenters’ rights under the DGCL. The Company shall not, except with the prior written consent of Parentthe Parents (which shall not be unreasonably withheld or delayed), make or agree to make any payment with respect to any demands for appraisal, dissenters’ rights or offer to settle or settle any such demands or approve any withdrawal withdrawals of any such demands, except as required by applicable Law.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which that are held by stockholders that have complied in all respects with the holders thereof have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 requirements of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into concerning the right of a stockholder of the Company to receive dissent from the Per Share Merger Consideration as and to require an appraisal of such Shares in the manner provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into applicable, and become exchangeable for the right to receivethat, as of the Effective Time, have not effectively withdrawn or lost such right to appraisal (the Per Share "Dissenting Shares") will not be converted into or represent a right to receive the Merger Consideration Consideration, but the holders of such Dissenting Shares will be entitled only to such rights as are granted under Section 262 of the DGCL. Each holder of Dissenting Shares that becomes entitled to payment for such Shares pursuant to such section of the DGCL will receive payment for such Dissenting Shares from the Surviving Corporation in accordance with the DGCL; provided, however, that to the extent that any holder or holders of Shares have failed to establish the entitlement to appraisal rights as provided in Section 2.1(a)262 of the DGCL, without interest and after giving effect such holder or holders (as the case may be) will forfeit the right to any required Tax withholdings pursuant to Section 2.3(e) and appraisal of such Shares shall not and each such Share will thereupon be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after been converted, as of the Effective Time, each holder into and represent the right to receive payment from the Surviving Corporation of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares the Merger Consideration, without interest. (b) The Company will give the Parent and the Purchaser (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal, and any other instrument served pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisal, withdrawals of such demands, and any other instruments served pursuant to applicable Law that are DGCL received by the Company or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall be entitled (ii) the opportunity to direct all negotiations and proceedings with respect to any demand demands for appraisal under Section 262 of the DGCL. The Company shall will not, except with the prior express written consent of the Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement No appraisal rights are available to the contraryholders of Shares in connection with the Offer. However, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of if the Merger nor consented thereto in writing and who shall have properly demanded appraisal in writing takes place in accordance with Section 251(h) of the DGCL, stockholders who have not tendered their Shares pursuant to the Offer and who comply with the applicable legal requirements will have appraisal rights under Section 262 of the DGCL DGCL. If you choose to exercise your appraisal rights in connection with the Merger and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into you comply with the right to receive the Per Share Merger Consideration as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal applicable legal requirements under the DGCL, at which time such you will be entitled to payment for your Shares shall be treated as based on a judicial determination of the fair value of your Shares, together with interest, if they had been converted into and become exchangeable for the right to receiveany, as determined by the Delaware Court of Chancery, in lieu of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect consideration you would otherwise be entitled to any required Tax withholdings for your Shares pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Sharesthe Merger Agreement. From and after the Effective Time, Shares held by stockholders who are entitled to demand and have properly and validly demanded their appraisal rights in compliance in all respects with Section 262 of the DGCL will no longer be outstanding and will automatically be canceled and cease to exist, and each holder of Dissenting any such Shares shall only be entitled will cease to have any rights with respect thereto, other than the right to receive such consideration amount as may be due with respect to such Dissenting Shares determined pursuant to Section 262 of the DGCL. This value may be the same, more than or less than the Offer Price. Moreover, Purchaser or Momenta may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of such Shares is less than the Offer Price. The Company following is intended as a brief summary of the material provisions of Section 262 of the DGCL required to be followed by a holder of Shares to exercise appraisal rights in connection with the Merger, does not constitute any legal or other advice and does not constitute a recommendation that holders of Shares exercise Table of Contents their appraisal rights under Section 262 of the DGCL. Any stockholder wishing to exercise appraisal rights is urged to consult legal counsel before attempting to exercise such rights. Under Section 262 of the DGCL, where a merger is approved under Section 251(h) of the DGCL, either a constituent corporation before the effective date of the merger, or the surviving corporation within ten days thereafter, shall give Parent prompt 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 any demands for appraisalappraisal rights under Section 262 of the DGCL and a copy of the full text of Section 262 of the DGCL is attached to the Schedule 14D-9 as Xxxxx XXX. Any holder of Shares who wishes to exercise such appraisal rights or who wishes to preserve his, withdrawals her or its right to do so, should review the discussion of such demandsappraisal rights in the Schedule 14D-9 as well as Section 262 of the DGCL, attached as Annex III to the Schedule 14D-9, carefully because failure to timely and any other instruments served pursuant to applicable Law that are received by properly comply with the Company or any procedures specified will result in the loss of its Representatives relating to stockholders’ appraisal rights of appraisal, and Parent shall be entitled to direct all negotiations and proceedings with respect to any demand for appraisal under the DGCL. The Company As described more fully in the Schedule 14D-9, if a stockholder elects to exercise appraisal rights under Section 262 of the DGCL and the Merger is consummated in accordance with Section 251(h) of the DGCL, the stockholder must do all of the following: • within the later of the consummation of the Offer, which shall notoccur on the date on which Purchaser irrevocably accepts the Shares for purchase, except and 20 days after the date of mailing of the notice of appraisal rights in the Schedule 14D-9 (which date of mailing is September 2, 2020), properly deliver to Momenta, at the address indicated in Section 8 of the Schedule 14D-9, a demand in writing for appraisal of Shares held, which demand must reasonably inform Momenta 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 such Shares from the date on which the written demand for appraisal is made through the Effective Time; and • strictly and timely follow the statutory procedures for perfecting appraisal rights under Section 262 of the DGCL, including filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the Shares entitled to appraisal within 120 days after the Effective Time, unless Momenta or another holder of Shares (or any other person who is the beneficial owner of Shares held either in a voting trust or by a nominee on behalf of such person) who has complied with the prior written consent requirements of Parent, make Section 262 and who is otherwise entitled to appraisal rights has done so. Momenta is under no obligation to file any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal petition and has no intention of any such demands, except as required by applicable Lawdoing so.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any Shares shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have neither voted in favor of the Merger nor held by a holder who has not consented thereto in writing and who shall have properly demanded appraisal in writing in accordance with Section 262 has otherwise taken all of the DGCL steps required by Subsection 10.356 of the TBOC to properly exercise and have not effectively withdrawn perfect such demand shareholder's dissenter's rights (collectively, “any such shares being referred to herein as "Dissenting Shares”") shall not be converted into a right to receive the Merger Consideration and shall be entitled to those rights and remedies set forth in Chapter 10, Subchapter H of the TBOC; provided, however, that in the event that a shareholder of the Company fails to perfect, withdraws or otherwise loses any such right or remedy granted by the TBOC, the shares of Common Stock held by such shareholder shall be converted into and represent only the right to receive the Merger Consideration, with any such holder's Per Share Merger Closing Consideration as provided to be paid by Parent from the Dissenters Holdback (to the extent taken into account in Section 2.1(a), unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as calculation of the Effective Time, the Per Share Merger Closing Consideration as provided in Section 2.1(aAmount), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e. (b) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any written demands for appraisal, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the TBOC and received by the Company or any of its Representatives relating to stockholders’ rights of appraisal. Prior to Closing, the Company, and Parent following Closing, the Shareholders' Representative shall be entitled have the right to direct control all negotiations and proceedings with respect to any demand demands for appraisal under the DGCLTBOC; provided that Parent shall have the right to participate in such negotiations and proceedings and the Shareholders' Representative shall retain legal counsel in connection with such negotiations and proceedings, at the sole cost and expense of the former shareholders of the Company, reasonably satisfactory to Parent. The Company shall not, except with the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, make any payment with respect to, or settle or offer to settle any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.