Common use of Appraisal Rights Clause in Contracts

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary and to the extent available under the DGCLcontained in this Agreement, shares any share of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable forthat, as of the Effective Time, is held by a holder who is entitled to, and who has properly preserved, appraisal rights under Section 262 of the applicable DGCL with respect to such share shall not be converted into or represent the right to receive the Per Share Merger ConsiderationConsideration in accordance with Section 2.5(a)(iii), without any interest thereonand the holder of such share shall be entitled only to such rights as may be granted to such holder pursuant to Section 262 of the DGCL with respect to such share; provided, however, that if such appraisal rights shall not be perfected or the holder of such share shall otherwise lose such holder’s appraisal rights with respect to such share, then, as of the later of the Effective Time or the time of the failure to perfect such rights or the loss of such rights, such share shall automatically be converted into and shall represent only the right to receive (upon the surrender of the Stock Certificate representing such share) the Per Share Consideration in accordance with Section 2.5(a)(iii). (b) Prior to the Closing, the The Company shall give Parent (i) prompt notice of (A) any demands for appraisal written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Common Stock pursuant to Section 262 of the DGCL and (B) any withdrawals of such demandsother demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under any such demand, notice or instrument. Without limiting the DGCL. The generality of the foregoing, the Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal such demand unless Parent shall have consented in writing to such payment or offer to settle or settle any such demandssettlement offer.

Appraisal Rights. (a) Notwithstanding any other provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company including but without limitation Section 6.3(f), Common Stock that are outstanding immediately prior to the Effective Time and that are Shares held by stockholders of the Company a holder who shall have neither has not voted such Common Shares in favor of the approval of this Agreement and the Merger nor or consented thereto in writing and who with respect to which appraisal rights shall have been demanded properly in writing appraisal for such Company Common Stock and perfected in accordance with Section 262 of the DGCL (the "Dissenting Common Shares") and otherwise complied with all as of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights Effective Time not withdrawn shall not be converted into, and such stockholders shall have no into the right to receivereceive the consideration payable pursuant to Section 2.1(c) at or after the Effective Time, but such Common Shares shall become the Per Share Merger Consideration right to receive such consideration as may be determined to be due to holders of Dissenting Common Shares pursuant to the laws of the State of Delaware unless and until the holder of such stockholder fails Dissenting Common Shares withdraws his or her demand for such appraisal or becomes ineligible for such appraisal. If a holder of Dissenting Common Shares shall withdraw his or her demand for such appraisal or shall become ineligible for such appraisal (through failure to perfect or withdraws or otherwise loses hisotherwise), her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable forthen, as of the Effective TimeTime or the occurrence of such event, whichever last occurs, such holder's Dissenting Common Shares shall automatically be converted into and represent the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior right to receive the Closing, the Company merger consideration as provided in Section 2.1(c). Seller shall give Parent Buyer (i) prompt written notice of any demands for appraisal of Common Shares received by the Company and any withdrawals of such demands, Seller and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demands. The Company Seller shall not, except with the without prior written consent of Parent (which consent shall not be unreasonably withheld)Buyer, make any payment with respect to any demands for appraisal to, or settle, offer to settle or settle otherwise negotiate, any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary contrary, each issued and to the extent available under the DGCL, shares outstanding share of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders holder of the Company who shall have neither which has not voted in favor of the Merger nor of, or otherwise consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receiveto, the Per Share Merger Consideration unless adoption of this Agreement and until such stockholder fails that is entitled to perfect or withdraws or otherwise loses and has properly perfected his, her or its right to appraisal dissent under Section 262 of the DGCL and has not effectively withdrawn or lost such right as of the Effective Time with respect to such shares (the “Dissenting Shares”) shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to receive payment under of the DGCL. appraised value of Dissenting Shares held by any stockholder them in accordance with the provisions of Section 262 of the DGCL, except as provided in this Section 2.2. Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal shall give Parent prompt written notice upon receipt by Company of any such demands for payment of the fair value of such shares of Company Common Stock under DGCL Section 262Stock, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, notice and (ii) the opportunity any other instruments provided pursuant to participate in all negotiations and proceedings applicable Law with respect to demands for appraisal under the DGCLrights (any stockholder duly making such demand being hereinafter called a “Dissenting Stockholder”). The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make voluntarily make, or commit or agree to make, any payment with respect to, or settle or offer to settle, any demands such demand for appraisal or offer payment, or waive any failure to settle timely deliver a written demand for appraisal or settle the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Company shall give Parent the opportunity to participate in and control all negotiations and proceedings with respect to any such demands. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares ("Appraisal Shares") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders any person who is entitled to demand and properly demands appraisal of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing such Appraisal Shares pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Common Stock in accordance with all respects with, Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights ("Section 262") shall not be converted into, and such stockholders shall have no right to receive, the Per Share into Merger Consideration unless and until as provided in Section 2.01(c), but rather the holders of Appraisal Shares shall be entitled to payment of the fair market value of such stockholder fails Appraisal Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or withdraws otherwise shall waive, withdraw or otherwise loses his, her or its lose the right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares shall thereupon cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable for, as of solely for the Effective Timeright to receive, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Consideration as provided in Section 2.01(c). The Company shall give Parent (i) serve prompt notice to Parent of any demands for appraisal received by the Company and for appraisal of any withdrawals shares of such demandsCompany Common Stock, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Series B Preferred Stock, Series C Preferred Stock that are and Series D Preferred Stock outstanding immediately prior to the Effective Time and that are held by stockholders a holder that has the right to receive payment of the Company who shall have neither voted in favor fair value of such holder's shares pursuant to Section 910 of the Merger nor consented thereto in writing BCL and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise has complied with all of the provisions of Section 623 of the DGCL relevant to the exercise and perfection of dissenters’ rights BCL ("Dissenting Shares") shall not be converted into, and such stockholders shall have no into the right to receivereceive the Series B Preferred Stock Merger Consideration, the Per Share Series C Preferred Stock Merger Consideration or Series D Preferred Stock Merger Consideration, as applicable, unless and until such stockholder holder fails to perfect or withdraws or otherwise loses his, her or its such holder's right to appraisal and payment under appraisal. If after the DGCL. Shares held by any stockholder of the Company who Effective Time such holder fails to perfect or who effectively withdraws or otherwise loses hissuch holder's right to appraisal, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Effective Time, Time into the applicable Per Share right to receive the Series B Preferred Stock Merger Consideration, without any interest thereon. (b) Prior to the ClosingSeries C Preferred Stock Merger Consideration or Series D Preferred Stock Merger Consideration, the as applicable. The Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals for appraisal of such demandsshares, and (ii) Parent shall have the opportunity right to participate in and to control all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares ("Appraisal Shares") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders any Person who is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in all respects with, Sections 86 through 97 of the Company who shall have neither voted in favor of BCL (the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights "Appraisal Provisions") shall not be converted into, and such stockholders shall have no right to receive, the Per Share into Merger Consideration unless and until as provided in Section 2.01(c), but rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such stockholder fails Appraisal Shares in accordance with the Appraisal Provisions; provided, however, that if any such holder shall fail to perfect or withdraws otherwise shall waive, withdraw or otherwise loses his, her or its lose the right to appraisal and payment under the DGCL. Shares held by any stockholder of Appraisal Provisions, then the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal right of such shares holder to be paid the fair value of Company Common Stock under DGCL Section 262, such holder's Appraisal Shares shall thereupon cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable forsolely for the right to receive, Merger Consideration as of the Effective Time, the applicable Per Share Merger Considerationprovided in Section 2.01(c), without any interest thereon. (b) Prior to interest, upon surrender of such certificate in accordance with the Closing, the provisions of Section 2.02. Company shall give Parent (i) prompt notice of any demands demand for appraisal payment of fair market value received by Company, the Company withdrawal of any such demand, and any withdrawals of such demands, other instrument served pursuant to the Appraisal Provisions and received by Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands any demand for appraisal payment of fair market value under the DGCLAppraisal Provisions. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands demand for appraisal payment of fair market value or offer to settle or settle any such demandsdemand, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares Shares of Company Common Stock that are outstanding immediately prior have not been voted for adoption of this Agreement and with respect to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have which appraisal has been properly demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall (“Dissenting Shares”) will not be converted into, and such stockholders shall have no into the right to receive, receive the Per Share Company Merger Consideration at or after the Effective Time unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal holder of such shares (a “Dissenting Stockholder”) withdraws such demand for such appraisal (in accordance with Section 262(k) of Company Common Stock under DGCL the DGCL) or becomes ineligible for such appraisal. If a holder of Dissenting Shares withdraws such demand for appraisal (in accordance with Section 262262(k) of the DGCL) or becomes ineligible for such appraisal, shall thereupon be deemed to have been converted into, and to have become exchangeable forthen, as of the Effective TimeTime or the occurrence of such event, whichever last occurs, each of such holder’s Dissenting Shares will cease to be a Dissenting Share and will be converted as of the applicable Per Share Effective Time into and represent the right to receive the Company Merger Consideration, without any interest thereon. (b) Prior to the Closing, the . The Company shall give Parent (i) Holdco and GameStop prompt notice of any demands for appraisal appraisal, attempted withdrawals of such demands and any other instruments received by the Company relating to stockholders’ rights of appraisal, and, prior to the Effective Time Holdco and any withdrawals of such demandsGameStop shall have the right to participate in, and (ii) after the opportunity Effective Time Holdco shall have the right to participate in direct, all negotiations and proceedings with respect to such demands for appraisal under the DGCLexcept as required by applicable Law. The Company shall not, except with the prior written consent of Parent (Holdco and GameStop, which consent shall not may be unreasonably withheld)given or withheld in its sole discretion, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, unless and to the extent required to do so under applicable Law.

Appraisal Rights. (aA) Notwithstanding any provision of this Agreement anything to the contrary and contained in this Agreement, any Company Shares that constitute Appraisal Shares shall not be converted into or represent the right to the extent available under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock receive payment in accordance with Section 2.5, and each holder of Appraisal Shares shall be entitled only to such rights with respect to such Appraisal Shares as may be granted to such holder pursuant to Section 262 of the DGCL DGCL. From and otherwise complied with all after the Effective Time, a holder of the provisions of the DGCL relevant to the exercise Appraisal Shares shall not have and perfection of dissenters’ rights shall not be converted into, and such stockholders entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. (B) The Company: (i) shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held give Parent prompt written notice of any demand by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to for appraisal of such shares of stockholder's Company Common Stock under DGCL Shares pursuant to Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as 262 of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, DGCL; and (ii) shall give Parent the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand. The Company shall not, except Except with the prior written consent of Parent Purchaser (which consent may be withheld in the sole and absolute discretion of Purchaser) or as may otherwise be required by applicable Legal Requirements, the Company shall not be unreasonably withheld), make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands. (C) For purposes of this Agreement, "Appraisal Shares" shall refer to any Company Shares outstanding immediately prior to the Effective Time that are held by stockholders who have preserved their appraisal rights under Section 262 of the DGCL with respect to such Company Shares. If any holder of Appraisal Shares shall fail to perfect or shall otherwise lose such holder's right of appraisal under Section 262 of the DGCL, then: (i) any right of such holder with respect to such Company Shares as may be granted to such holder pursuant to Section 262 of the DGCL shall be extinguished; and (ii) such Appraisal Shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the Company Stock Certificate(s) representing such Appraisal Shares) payment for such Appraisal Shares in accordance with Section 2.5.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary and to the extent available under the DGCLcontained in this Agreement, shares of any Company Common Stock or Company Series A Preferred Stock that are outstanding immediately prior constitute Appraisal Shares shall not be converted into or represent the right to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock receive payment in accordance with Section 3.5, and each holder of Appraisal Shares shall be entitled only to such rights with respect to such Appraisal Shares as may be granted to such holder pursuant to Section 262 of the DGCL DGCL. From and otherwise complied with all after the Effective Time, a holder of the provisions of the DGCL relevant to the exercise Appraisal Shares shall not have and perfection of dissenters’ rights shall not be converted into, and such stockholders 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 have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails fail to perfect or withdraws or shall otherwise loses hislose such holder’s right of appraisal under Section 262 of the DGCL, her or its then (i) any right of such holder to require the Surviving Corporation to purchase such Appraisal Shares for cash shall be extinguished, and (ii) such Appraisal Shares shall automatically be converted into and shall represent only the right to appraisal and receive (upon the surrender of the Company Stock Certificate(s) or Book Entry Shares previously representing such Appraisal Shares) payment under the DGCL. for such Appraisal Shares held in accordance with Section 3.5. (b) The Company (i) shall give Parent prompt written notice of any demand, or any withdrawal or attempted withdrawal of such demand, by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to for appraisal of such shares of stockholder’s Company Common Stock under DGCL or Company Series A Preferred Stock pursuant to Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as 262 of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demandsDGCL, and (ii) shall give Parent the opportunity and right to participate in control all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demandsdemands for appraisal or waive any failure to timely deliver a written demand (or an appraisal or agree to do any of the foregoing) without the consent of Parent. (c) For purposes of this Agreement, “Appraisal Shares” shall refer to any Company Common Stock or Company Series A Preferred Stock outstanding immediately prior to the Effective Time that are held by stockholders who are entitled to demand, and have properly demanded, their appraisal rights under Section 262 of the DGCL with respect to such Company Common Stock or Company Series A Preferred Stock.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL, the Per Share Merger Consideration unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCL. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Capital Stock under the DGCL Section 262(whether occurring before, at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereoninterest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 1.5 and 1.7. (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company and any withdrawals of in connection with such demands, and (ii) Parent shall have the opportunity right to participate in direct all negotiations and proceedings with respect to demands for appraisal under such demands; provided that the DGCLCompany shall have the right to participate in such negotiations and proceedings. The Company shall not, except with the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld)consent, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary and contained in this Agreement, any Company Shares that constitute Appraisal Shares shall not be converted into or represent the right to the extent available under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock receive payment in accordance with Section 2.5, and each holder of Appraisal Shares shall be entitled only to such rights with respect to such Appraisal Shares as may be granted to such holder pursuant to Section 262 of the DGCL DGCL. From and otherwise complied with all after the Effective Time, a holder of the provisions of the DGCL relevant to the exercise Appraisal Shares shall not have and perfection of dissenters’ rights shall not be converted into, and such stockholders entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. (b) The Company: (i) shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held give Parent prompt written notice of any demand by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to for appraisal of such shares of stockholder’s Company Common Stock under DGCL Shares pursuant to Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as 262 of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, DGCL; and (ii) shall give Parent the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand. The Company shall not, except Except with the prior written consent of Parent Purchaser (which consent may be withheld in the sole and absolute discretion of Purchaser) or as may otherwise be required by applicable Legal Requirements, the Company shall not be unreasonably withheld), make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands. (c) For purposes of this Agreement, “Appraisal Shares” shall refer to any Company Shares outstanding immediately prior to the Effective Time that are held by stockholders who have preserved their appraisal rights under Section 262 of the DGCL with respect to such Company Shares. If any holder of Appraisal Shares shall fail to perfect or shall otherwise lose such holder’s right of appraisal under Section 262 of the DGCL, then: (i) any right of such holder with respect to such Company Shares as may be granted to such holder pursuant to Section 262 of the DGCL shall be extinguished; and (ii) such Appraisal Shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the Company Stock Certificate(s) representing such Appraisal Shares) payment for such Appraisal Shares in accordance with Section 2.5.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Common Stock Yankees Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders holders of the Company Yankees Shares who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock Yankees Shares in accordance with Section 262 of the DGCL and otherwise complied with all of (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”), shall not be converted into, and such stockholders shall have no or represent the right to receive, the Per Share Merger Consideration unless and until Consideration. Such Yankees stockholders shall be entitled instead to receive payment of the fair value of such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Yankees Shares held by any stockholder them in accordance with the provisions of the Company such Section 262, except that all Dissenting Shares held by holders of Yankees Shares who fails shall have failed to perfect or who effectively withdraws shall have withdrawn or otherwise loses his, her or its dissenters’ lost their rights to appraisal of such shares of Company Common Stock Yankees Shares under DGCL such Section 262, 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Considerationright to receive the Standard Election, without any interest thereon, in accordance with Section 2.1(c). (b) Prior to the Closing, the Company Yankees shall give Parent Braves (i) prompt notice of any demands for appraisal received by the Company and any Yankees, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by Yankees and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company Yankees shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Braves, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary contained in this Agreement, any Shares that constitute Appraisal Shares (as defined in Section 1.8(c)) shall not be converted into or represent the right to receive Merger Consideration in accordance with Section 1.5, and each holder of Appraisal Shares shall be entitled only to such rights with respect to such Appraisal Shares as may be granted to such holder pursuant to Section 262 of the extent available 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 lose such holder's right of appraisal under Section 262 of the DGCL, shares then (i) any right of such holder to require the Surviving Corporation to purchase the Appraisal Shares for cash shall be extinguished, and (ii) such Appraisal Shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such Appraisal Shares) Merger Consideration in accordance with Section 1.5. (b) The Company Common Stock that are (i) shall give Parent written notice of any demand by any Stockholder of the Company for appraisal of such Stockholder's Shares pursuant to the DGCL, and (ii) shall negotiate and proceed with respect to any such demand pursuant to the instructions of Parent. (c) For purposes of this Agreement, "APPRAISAL SHARES" shall refer to any Shares outstanding immediately prior to the Effective Time and that are held by stockholders of the Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing are entitled to demand and who shall have demanded properly in writing demand appraisal for of such Company Common Stock in accordance Shares pursuant to, and who comply with the applicable provisions of, Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”), shall not be converted into, and into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL, the Per Share Merger Consideration unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCL. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Capital Stock under the DGCL Section 262(whether occurring before, at or after the Effective Time), shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereoninterest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 1.5 and 1.8. (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company and any withdrawals of in connection with such demands, and (ii) the opportunity Company shall have the right to participate in direct all negotiations and proceedings with respect to demands for appraisal under such demands; provided that Parent shall have the DGCLright to participate in such negotiations and proceedings. The Neither Parent nor the Company shall notshall, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)the other Party, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary contrary, Appraisal Shares shall not be converted into or represent the right to receive Cash Merger Consideration in accordance with Sections 3.1(c) and 3.2, but rather each of the Appraisal Shares shall represent only the right to receive payment of the extent available appraised value of such Appraisal Shares in accordance with applicable provisions of the DGCL; provided, however, that if any holder of Appraisal Shares shall (a) fail to properly perfect its appraisal rights as provided in the DGCL, or (b) otherwise shall waive, withdraw or lose the right to appraisal under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for then such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Appraisal Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the applicable Per Share right to receive Cash Merger ConsiderationConsideration otherwise payable in accordance with Sections 3.1(c) and 3.2, without any interest thereon. (b) Prior to the Closing, the . The Company shall give Parent (ia) prompt written notice of any demands demand for appraisal received by the Company Company, the withdrawal of any such demand, and any withdrawals of such demandsother notice or instrument delivered or served relating to appraisal or dissenters’ rights pursuant to the DGCL, and (iib) the opportunity to participate in all negotiations and proceedings with respect to demands any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed), (a) make any payment with respect to any demands demand for appraisal or appraisal, (b) offer to settle or settle any such demandsdemand for appraisal, (c) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or (d) agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders any person who is entitled to demand and properly demands appraisal of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing such Appraisal Shares pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Common Stock in accordance with all respects with, Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (“Section 262”) shall not be converted into, and such stockholders shall have no right to receive, into the Per Share Merger Consideration unless and until as provided in Section 2.01(c), but rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such stockholder fails Appraisal Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or withdraws otherwise shall waive, withdraw or otherwise loses his, her or its lose the right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall thereupon cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable for, as of solely for the Effective Timeright to receive, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Consideration as provided in Section 2.01(c). The Company shall give Parent (i) serve prompt notice to Parent and U.S. Parent of any demands for appraisal received by the Company and for appraisal of any withdrawals shares of such demandsCompany Common Stock, and (ii) Parent and U.S. Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent (which consent shall not be unreasonably withheld)and U.S. Parent, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders any Person who is entitled to demand and properly demands appraisal of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing such Appraisal Shares pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Common Stock in accordance with all respects with, Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (“Section 262”) shall not be converted into, and such stockholders shall have no right to receive, into the Per Share Merger Consideration unless and until as provided in Section 2.08(c), but instead the holders of Appraisal Shares shall be entitled to payment of the fair market value of such stockholder fails Appraisal Shares in accordance with Section 262; provided that if any such holder shall fail to perfect or withdraws otherwise shall waive, withdraw or otherwise loses his, her or its lose the right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall thereupon cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable forsolely for the right to receive, the Merger Consideration as provided in Section 2.08(c). The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in, and after the Offer Closing Date, direct all negotiations and Proceedings with respect to such demands. Prior to the Effective Time, the applicable Per Share Merger ConsiderationCompany shall not, without the prior written consent of Parent, make any interest thereon. (b) Prior payment with respect to, or settle or offer to the Closingsettle, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) or agree to do any of the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLforegoing. The Company Parent shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders any person who is entitled to demand and properly demands appraisal of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing such Appraisal Shares pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Common Stock in accordance with all respects with, Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (“Section 262”) shall not be converted into, and such stockholders shall have no right to receive, the Per Share into Merger Consideration unless and until as provided in Section 2.01(c), but rather the holders of Appraisal Shares shall be entitled to payment of the fair market value of such stockholder fails Appraisal Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or withdraws otherwise shall waive, withdraw or otherwise loses his, her or its lose the right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall thereupon cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable forsolely for the right to receive, Merger Consideration as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the provided in Section 2.01(c). The Company shall give Parent (i) serve prompt notice to Parent of any demands for appraisal received by the Company and for appraisal of any withdrawals shares of such demandsCompany Common Stock, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any other provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither not been voted in favor of (nor consented in writing to) adoption of this Agreement, and with respect to which a demand for payment and appraisal have been properly made in accordance with (i) Section 262 of DGCL or (ii) Chapter 13 of the California Corporations Code (to the extent applicable to the Company by virtue of Section 2115 thereof) (in either case, “Dissenting Shares”), will not be converted into or represent the right to receive the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock Consideration in accordance with Section 262 of 1.5(c) and Section 1.9, but will 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 or the California Corporations Code, as applicable; provided, however, that if a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws such holder’s demand for such payment and otherwise complied with all of the provisions of the DGCL relevant to the exercise appraisal or becomes ineligible for such payment and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable forthen, as of the later of the Effective TimeTime or the date on which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the applicable Per Share Merger Consideration, without any interest thereonright to receive Parent Common Stock as determined in accordance with Section 1.5(c). (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice of any demands for appraisal by Dissenting Stockholders received by the Company prior to the Effective Time, withdrawals of such demands and any withdrawals of other material notice, instrument or correspondence delivered to the Company prior to the Effective Time in connection with such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand, notice, instrument or correspondence. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal such demand unless Parent shall have consented in writing to such payment or offer to settle or settle any such demandssettlement offer.

Appraisal Rights. (a) Notwithstanding any provision of this ---------------- Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Series B Preferred Stock, Series C Preferred Stock that are and Series D Preferred Stock outstanding immediately prior to the Effective Time and that are held by stockholders a holder that has the right to receive payment of the Company who shall have neither voted in favor fair value of such holder's shares pursuant to Section 910 of the Merger nor consented thereto in writing BCL and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise has complied with all of the provisions of Section 623 of the DGCL relevant to the exercise and perfection of dissenters’ rights BCL ("Dissenting Shares") ----------------- shall not be converted into, and such stockholders shall have no into the right to receivereceive the Series B Preferred Stock Merger Consideration, the Per Share Series C Preferred Stock Merger Consideration or Series D Preferred Stock Merger Consideration, as applicable, unless and until such stockholder holder fails to perfect or withdraws or otherwise loses his, her or its such holder's right to appraisal and payment under appraisal. If after the DGCL. Shares held by any stockholder of the Company who Effective Time such holder fails to perfect or who effectively withdraws or otherwise loses hissuch holder's right to appraisal, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Effective Time, Time into the applicable Per Share right to receive the Series B Preferred Stock Merger Consideration, without any interest thereon. (b) Prior to the ClosingSeries C Preferred Stock Merger Consideration or Series D Preferred Stock Merger Consideration, the as applicable. The Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals for appraisal of such demandsshares, and (ii) Parent shall have the opportunity right to participate in and to control all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock any Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders of the Company a shareholder who shall have neither voted in favor of the Merger nor consented thereto in writing is entitled to exercise, and properly exercises, dissenters’ rights with respect to such Shares (each, a “Dissenting Shareholder”) pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of respects with, the provisions of the DGCL relevant to GBCC (collectively, the exercise and perfection of dissenters’ rights shall “Dissenting Shares”) will not be converted into, and such stockholders shall have no into the right to receive, receive the Per Share Merger Consideration unless and until at the Effective Time (except as provided in this Section 2.5). At the Effective Time, any Dissenting Shareholder will cease to have any rights to such stockholder fails to perfect or withdraws or otherwise loses his, her or its Dissenting Shares except for the right to appraisal and receive payment under of the DGCL. fair value of such Dissenting Shares as may be determined to be due in accordance with the GBCC, except that all Dissenting Shares held by any stockholder of the Company Dissenting Shareholder who fails will have failed to perfect or who effectively withdraws otherwise will have withdrawn, in accordance with the GBCC, or otherwise loses his, her or its dissenters’ lost such Dissenting Shareholder’s rights to appraisal demand payment in respect of such shares of Company Common Stock Dissenting Shares under DGCL Section 262the GBCC, shall will thereupon be deemed to have been converted into, and into the right to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Considerationreceive, without any interest thereon. , the Merger Consideration in accordance with Article I and Article II, less applicable withholding Taxes, if any, required to be withheld. The Company will not, except with the prior written consent of Parent, voluntarily make (bor cause or permit to be made on its behalf) Prior any payment with respect to, or settle or make a binding offer to settle with, any Dissenting Shareholder regarding its exercise of dissenters’ rights prior to the Closing, the Effective Time. The Company shall will give Parent (i) prompt notice of any such demands for appraisal received by prior to the Company and any withdrawals of such demandsEffective Time, and (ii) Parent will have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent any exercise by any shareholder of Parent (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsdissenters’ rights.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to ----------------- the contrary and to the extent available under the DGCLcontrary, shares (the "Appraisal --------- Shares") of Company Common Stock that are outstanding immediately prior to the ------ Effective Time and that are held by stockholders any person who is entitled to demand and properly demands appraisal of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing such Appraisal Shares pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Common Stock in accordance with all respects with, Section 262 of the DGCL and otherwise complied with all ("Section 262") shall not ----------- be converted into Merger Consideration as provided in Section 2.01(c), but, rather, each holder of Appraisal Shares shall be entitled to payment of the provisions fair market value of the DGCL relevant to the exercise and perfection of dissenters’ rights such Appraisal Shares in accordance with Section 262; provided, -------- however, that, if any such holder shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails fail to perfect or withdraws otherwise shall ------- waive, withdraw or otherwise loses his, her or its lose the right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares shall thereupon cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable forsolely for the right to receive, Merger Consideration as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the provided in Section 2.01(c). The Company shall give Parent (i) provide prompt notice to Parent of any demands for appraisal received by the Company and for appraisal of any withdrawals shares of such demandsCompany Capital Stock, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding Section 1.9 (a) Notwithstanding any provision of this Agreement to Effect on Capital Stock), if required by the contrary and DGCL (but only to the extent available under the DGCLrequired thereby), shares of Company NYMEX Holdings Common Stock Securities that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders a holder who has not voted such shares of the Company who shall have neither voted NYMEX Holdings Common Securities in favor of the Merger nor consented thereto in writing and who shall have has demanded properly in writing appraisal for such Company shares of NYMEX Holdings Common Stock Securities in accordance with Section 262 of the DGCL and otherwise complied with all of (the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting NYMEX Holdings Shares”) shall not be converted into, and such stockholders shall have no into the right to receive, receive the Per Share Merger Consideration and the holder thereof shall be entitled to appraisal rights, unless and until such stockholder holder fails to perfect or perfect, withdraws or otherwise loses his, her or its the right to appraisal and payment under appraisal. If, after the DGCL. Shares held by any stockholder of the Company who Effective Time, such holder fails to perfect or who effectively perfect, withdraws or otherwise loses histhe right to appraisal, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, Dissenting NYMEX Holdings Shares shall thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Effective Time, Time into the applicable Per Share right to receive the Merger Consideration, without any interest thereon. (b) Prior to Consideration and shall be treated as Stock Election Shares or Cash Election Shares at the Closing, the Company election of CME Group. NYMEX Holdings shall give Parent (i) CME Group prompt notice of any written demands received by NYMEX Holdings for appraisal received by the Company and any withdrawals of such demandsshares of NYMEX Holdings Common Securities, and (ii) CME Group shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of Parent CME Group (which consent shall not be unreasonably withheld, conditioned or delayed), NYMEX Holdings shall not make any payment with respect to any demands for appraisal to, or offer to settle or settle settle, any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the First Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL, the Per Share Merger Consideration unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCL. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Capital Stock under the DGCL Section 262(whether occurring before, at or after the First Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the First Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereoninterest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 1.6 and 1.8. (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company and any withdrawals of in connection with such demands, and (ii) the opportunity Company shall have the right to participate in direct all negotiations and proceedings with respect to demands for appraisal under such demands; provided that the DGCLParent shall have the right to participate in such negotiations and proceedings. The Neither the Parent nor the Company shall notshall, except with the other party’s prior written consent of Parent (which consent shall not be unreasonably withheld)consent, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither not voted in favor of or consented to the Merger nor consented thereto in writing and who shall are entitled to demand and have demanded properly in writing delivered a written demand for appraisal for of such shares of Company Common Stock in accordance with the time and manner provided in Section 262 of the DGCL and otherwise complied with all of the provisions of shall not fail to perfect or shall not effectively withdraw or lose their rights to appraisal and payment under the DGCL relevant to (the exercise and perfection of dissenters’ rights "Dissenting Shares") shall not be converted into, and such stockholders shall have no into the right to receivereceive the Merger Consideration, but the Per Share Merger Consideration unless and until holders thereof shall be entitled to receive the consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such stockholder fails of the Company shall fail to perfect or withdraws shall effectively withdraw or otherwise loses lose his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such holder's shares of Company Common Stock under DGCL Section 262, shall thereupon be treated as shares that are not Electing Shares and shall be deemed to have been converted intoconverted, and to have become exchangeable for, as of at the Effective Time, into the applicable Per Share right to receive the Merger Consideration, without any interest thereonConsideration set forth in Section 2.1(a)(ii). (b) Prior to the Closing, the The Company shall give Parent Newco (i) prompt notice of any demands for appraisal pursuant to Section 262 of the DGCL received by the Company, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Newco or as otherwise required by applicable law, make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares ("APPRAISAL SHARES") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders any person who is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in all respects with, Sections 86 through 97 of the Company who shall have neither voted in favor of BCL (the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights "APPRAISAL PROVISIONS") shall not be converted into, and such stockholders shall have no right to receive, the Per Share into Merger Consideration unless and until as provided in Section 2.01(c), but rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such stockholder fails Appraisal Shares in accordance with the Appraisal Provisions; PROVIDED, HOWEVER, that if any such holder shall fail to perfect or withdraws otherwise shall waive, withdraw or otherwise loses his, her or its lose the right to appraisal and payment under the DGCL. Shares held by any stockholder of Appraisal Provisions, then the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal right of such shares holder to be paid the fair value of Company Common Stock under DGCL Section 262, such holder's Appraisal Shares shall thereupon cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable forsolely for the right to receive, Merger Consideration as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the provided in Section 2.01(c). The Company shall give Parent (i) serve prompt notice to Parent of any demands for appraisal received by the Company and for appraisal of any withdrawals shares of such demandsCompany Common Stock, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL, the Per Share Merger Consideration unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCL. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who effectively withdraws shall have withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Capital Stock under the DGCL Section 262, shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereonConsideration attributable to such Dissenting Shares upon their surrender in the manner provided in Section 1.5. (b) Prior to the Closing, the The Company shall give Parent (i) Apricus prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company and any withdrawals of in connection with such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the without Apricus’ prior written consent of Parent (which consent shall not be unreasonably withheld)consent, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary and to the extent available under the DGCLcontained in this Agreement, shares any share of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the or Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Series A Preferred Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable forthat, as of the Effective Time, is held by a holder who is entitled to, and who has properly preserved, appraisal rights under Section 262 of the applicable Per Share DGCL with respect to such share shall not, in the case of the Company Common Stock, be converted into or represent the right to receive the Merger ConsiderationConsideration in accordance with Section 2.11 or, without any interest thereonin the case of the Company Series A Preferred Stock, be deemed to remain outstanding as a share of Company Series A Preferred Stock, and the holder of such share shall be entitled only to such rights as may be granted to such holder pursuant to Section 262 of the DGCL with respect to such share; provided, however, that if such appraisal rights shall not be perfected or the holder of such share shall otherwise waive or lose such holder’s appraisal rights with respect to such share, then, as of the later of the Effective Time and the time of the failure to perfect such rights or the loss of such rights, such share shall, in the case of the Company Common Stock, automatically be converted into and shall represent only the right to receive (upon the surrender of the stock Certificate representing such share) the Merger Consideration in accordance with Section 2.11 and, in the case of the Company Series A Preferred Stock, automatically resume the status of an outstanding share of Company Series A Preferred Stock. (b) Prior to the Closing, the The Company shall give Parent (i) prompt notice of (A) any demands for appraisal written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Common Stock pursuant to Section 262 of the DGCL and (B) any withdrawals of such demandsother demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under any such demand, notice or instrument. Without limiting the DGCL. The generality of the foregoing, the Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment or settlement offer prior to the Effective Time with respect to any demands such demand unless Parent shall have consented in writing to such payment or settlement offer. For the avoidance of doubt, it is acknowledged and agreed that, in any appraisal proceeding with respect to dissenting shares of Company Common Stock or Company Series A Preferred Stock and to the fullest extent permitted by applicable Law, the fair value of the dissenting shares shall be determined in accordance with Section 262(h) of the DGCL without regard to the Top-Up Option, the shares of Company Common Stock issued pursuant to the Top-Up Option or any promissory note delivered by Parent or Merger Sub to the Company in payment for appraisal or offer the shares of Company Common Stock issued pursuant to settle or settle any such demandsthe Top-Up Option.

Appraisal Rights. (a) Notwithstanding any other provision of contained in this Agreement to the contrary and to the extent available under the DGCLAgreement, any shares of Company Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by stockholders of the Company a stockholder who shall have neither has not voted such shares in favor of the Merger nor consented thereto in writing and who shall have demanded is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in writing appraisal for such Company Common Stock in accordance with all respects with, and has otherwise taken all of the steps required by, Section 262 of the DGCL and otherwise complied with all of the provisions to properly perfect such stockholder’s appraisal rights under Section 262 of the DGCL relevant to the exercise and perfection of dissenters’ rights (“Appraisal Shares”) shall not be converted into, and such stockholders shall have no into the right to receive, receive the Per Share Merger Consideration unless and until such instead shall be cancelled and shall be entitled to receive the amount determined pursuant to Section 262 of the DGCL; provided, however, that in the event that a stockholder of the Company fails to perfect or perfect, withdraws or otherwise loses his, her or its right to appraisal and payment under Section 262 of the DGCL. Shares held by any stockholder of , the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, held by such stockholder shall thereupon be deemed to have been be No Election Shares and converted into, into and represent only the right to have become exchangeable for, as of receive the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior Mixed Consideration pursuant to the Closing, the Section 2.1(c)(i). The Company shall give Parent (i) prompt notice of any demands for written notices to exercise appraisal rights in respect of any shares of Company Common Stock, attempted withdrawals of such notices, and any other instruments served pursuant to applicable Law that are received by the Company and any withdrawals of such demandswith respect to stockholders’ appraisal rights, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands for appraisal payment of fair value under the DGCL. The Company shall not, except with without the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle any such demandsdemands for payment of fair value under the DGCL.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary and to the extent available under the DGCLcontained in this Agreement, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are or Company Preferred Stock held by stockholders a holder who is entitled to demand and has made a demand for appraisal of the Company who shall have neither voted in favor such shares of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock or Company Preferred Stock, as the case may be, in accordance with Section 262 of the DGCL and otherwise complied with all has not voted in favor of the provisions approval of this Agreement (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL relevant with respect to the exercise and perfection of dissenters’ rights such shares) shall not be converted into, and such stockholders shall have no into or represent the right to receive, the Per Share receive Merger Consideration unless and until in accordance with Section 2.1, but shall be entitled only to such stockholder fails rights as are granted by the DGCL to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder a holder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereonDissenting Shares. (b) Prior If any Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the Closinglater of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receive Merger Consideration in accordance with Section 2.1, without interest thereon, upon surrender of the Certificates representing such shares. (c) The Company shall give Parent Buyer (i) prompt notice of any demands written demand for appraisal received by the Company prior to the Effective Time pursuant to the DGCL, any withdrawal of any such demand and any withdrawals of other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relate to such demands, demand; and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsdemand, notice or instrument.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders any Person who is entitled to demand and properly demands appraisal of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing such Appraisal Shares pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Common Stock in accordance with all respects with, Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (“Section 262”) shall not be converted into, and such stockholders shall have no right to receive, into the Per Share Merger Consideration unless and until as provided in Section 2.07(d), but instead the holders of Appraisal Shares shall be entitled to payment of the fair market value of such stockholder fails Appraisal Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or withdraws otherwise shall waive, withdraw or otherwise loses his, her or its lose the right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall thereupon cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable for, as of solely for the Effective Timeright to receive, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Consideration as provided in Section 2.07(d). The Company shall give Parent (i) serve prompt notice to Parent of any demands for appraisal received by the Company and for appraisal of any withdrawals shares of such demandsCompany Common Stock, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights for such shares of Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the appraised value of such shares of Company Common Stock held by them in accordance with the DGCL, the Per Share Merger Consideration unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCL. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Stock under the DGCL Section 262(whether occurring before, at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereoninterest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 1.5 and 1.8. (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company and any withdrawals of in connection with such demands, including the name of each dissenting stockholder and (ii) the opportunity number of shares of Company Common Stock to participate in which the dissent relates, and Parent shall have the right to direct all negotiations and proceedings with respect to demands for appraisal under such demands; provided that the DGCLCompany shall have the right to participate in such negotiations and proceedings. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary and to the extent available under the DGCLcontained in this Agreement, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders a holder who has made a valid demand for appraisal of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock shares in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (“Dissenting Shares”) shall not be converted intointo the right to receive the Merger Consideration, but rather shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such stockholders each holder of Dissenting Shares shall cease to have no any rights with respect thereto, except the right to receive, receive the Per Share Merger Consideration unless and until fair value of such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under Dissenting Shares in accordance with Section 262 of the DGCL. Notwithstanding the foregoing, if any Dissenting Shares held by any stockholder of the Company who fails shall lose their status as such (through failure to perfect perfect, waiver, effective withdrawal or who effectively withdraws or otherwise loses hisotherwise), her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable forthen, as of the later of the Effective Time or the date of loss of such status, each of such shares shall automatically be converted into or shall have deemed to have been, at the Effective Time, converted into, as applicable, and shall represent only the applicable Per Share right to receive Merger ConsiderationConsideration in accordance with Section 1.5(a), without any interest thereon. (b, following the surrender of the Stock Certificate(s) Prior to the Closing, the and/or Book-Entry Shares representing such shares. The Company shall give Parent (i) prompt notice of any demands written demand for appraisal pursuant to the DGCL received by the Company and any withdrawals of such demands, and (ii) prior to the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLEffective Time. The Company shall not, except not make any payment or any binding settlement offer prior to the Effective Time with respect to any such demand without the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsParent.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company a holder who shall have neither voted in favor of the Merger nor consented thereto in writing is entitled to demand and who shall have has properly demanded properly in writing appraisal for such Company Common Stock in accordance with with, and who complies in all respects with, Section 262 of the DGCL and otherwise complied with all of (such shares, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and such stockholders shall have no into the right to receive, receive the Per Share Merger Consideration unless Consideration, and until shall instead represent the right to receive payment of the consideration due to such stockholder Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or otherwise loses his, her or its his right to appraisal and payment under the DGCL. Shares held by any stockholder Section 262 of the Company who fails to perfect DGCL or who effectively withdraws or otherwise loses hisother Applicable Law, her or its dissenters’ rights to appraisal then the right of such shares holder to be paid the fair value of Company Common Stock under DGCL Section 262, such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable forconverted, as of the Effective Time, into and shall be exchangeable solely for the applicable right to receive the Per Share Merger Consideration, without interest and subject to any interest thereon. (b) Prior to the Closing, the withholding of Taxes required by Applicable Law. The Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and for appraisal of Company Common Stock or any threats thereof, any actual or attempted withdrawals of such demands and any other demands, notices or instruments received by the Company relating to rights to be paid the fair value of Dissenting Shares, and (ii) the opportunity Parent shall have the right to participate in and to control all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal to, or settle or compromise or offer to settle or settle compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company shareholders who shall have neither voted did not vote in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance (the “Dissenting Shares”), which shareholders comply with all of the relevant provisions of Section 262 of the DGCL and otherwise complied with all of (the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shareholders”), shall not be converted into, and such stockholders shall have no into or be exchangeable for the right to receivereceive the Merger Consideration, the Per Share Merger Consideration unless and until such stockholder fails holders shall have failed to perfect or withdraws shall have effectively withdrawn or otherwise loses his, her or its right lost their rights to appraisal and payment under the DGCL. Shares held by If any stockholder of the Company who fails Dissenting Shareholder shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses hislost such right, her or its dissenters’ rights to appraisal of such holder’s shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, into and to have become exchangeable forfor the right to receive, as of the Effective Time, the applicable Per Share Merger Consideration, Consideration without any interest thereon. (b) Prior to the Closing, the . The Company shall give Parent (i) prompt notice of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company and any withdrawals relating to shareholders’ rights of such demandsappraisal, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demandsdemand for payment. If any Dissenting Shareholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the shares of Company Common Stock held by such Dissenting Shareholder shall thereupon be treated as though such shares of Company Common Stock had been converted into the right to receive the Merger Consideration pursuant to Section 1.6.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Closing Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable right to receive the Per Share Closing Merger Consideration, Consideration without any interest thereon, upon surrender, if applicable, in the manner provided in Section 3.02(b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. (b) Prior to the Closing, the Company shall give Parent Axxxx (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent Adara (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to contrary, Shares (the extent available under the DGCL, shares of Company Common Stock "Dissenting Shares") that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted did not vote in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance comply with all of the relevant provisions of Section 262 of the DGCL and otherwise complied with all of (the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights "Dissenting Stockholders") shall not be converted into, and such stockholders shall have no into or be exchangeable for the right to receivereceive the Merger Consideration, the Per Share Merger Consideration unless and until such stockholder fails Dissenting Stockholders shall have failed to perfect or withdraws shall have effectively withdrawn or otherwise loses his, her or its right lost their rights to appraisal and payment under the DGCL. Shares held by If any stockholder of the Company who fails Dissenting Stockholder shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses hislost such right, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, holder's Shares shall thereupon be deemed to have treated as though such Shares had been converted into, into and to have become exchangeable forfor the right to receive, as of the Effective Time, the applicable Per Merger Consideration for each Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the net of any applicable withholding Taxes. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company and any withdrawals relating to stockholders' rights of such demandsappraisal, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demandsdemand for payment.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary and to the extent available under the DGCLcontained in this Agreement, any shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders capital stock of the Company who shall have neither voted in favor for which, as of the Merger nor consented thereto Company Stockholders' Meeting (as defined in writing and who shall have Section 5.2 hereof), the holder thereof has demanded properly in writing an appraisal for such Company Common Stock of their value in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights Delaware General Corporation Law ("Dissenting Shares"), shall not be converted intointo or represent the right to receive Parent Common Stock in accordance with Section 1.5, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect holder or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal holders of such shares shall be entitled only to such rights as may be granted to such holder or holders in Section 262 of Company Common Stock under DGCL the Delaware General Corporation Law; PROVIDED, HOWEVER, that if the status of any such shares as Dissenting Shares shall not be perfected in accordance with Section 262262 of the Delaware General Corporation Law, or if any such shares shall thereupon be deemed to have been converted into, and to have become exchangeable forlose their status as Dissenting Shares then, as of the later of the Effective TimeTime or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the applicable Per Share Merger Consideration, without any interest thereonright to receive (upon the surrender of the certificate or certificates representing such shares) Parent Common Stock in accordance with Section 1.5. (b) Prior to the Closing, the The Company shall give Parent (i) prompt notice of any demands for appraisal written demand received by the Company at or prior to the Company Stockholders' Meeting to require the Company to purchase Dissenting Shares pursuant to Section 262 of the Delaware General Corporation Law and of any withdrawals of such demandsother demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Delaware General Corporation Law, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand, notice or instrument. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal such demand unless Parent shall have consented in writing to such payment or offer to settle or settle any such demandssettlement offer.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are issued and outstanding immediately prior to the Effective Time and that which are held owned by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing validly exercised appraisal rights or dissenters’ rights for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the per share amount of the Merger Shares described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the appraised value of such shares of Company Capital Stock owned by them in accordance with the DGCL, the Per Share Merger Consideration unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCL. All Dissenting Shares held owned by any stockholder of the Company stockholders who fails shall have failed to perfect or who effectively withdraws shall have withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Capital Stock under the DGCL Section 262, shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the applicable Per Share right to receive the per share amount of the Merger ConsiderationShares attributable to such Dissenting Shares, without any interest thereonupon their surrender in the manner provided in Section 1.8. (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company in connection with such demands and any withdrawals of such demands, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of Parent (which consent Parent, or to the extent required by applicable law, the Company shall not be unreasonably withheld), make any payment with respect to any demands for appraisal to, or offer to settle or settle settle, any such demands.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders any Person who is entitled to demand and properly demands appraisal of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing such shares pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Common Stock in accordance with all respects with, Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (“Appraisal Shares”) shall not be converted into, and such stockholders shall have no into the right to receive, receive the Per Share Merger Consideration unless as provided in Section 2.01(c), but instead shall be canceled and until shall represent the right to receive only those rights provided under Section 262 of the DGCL; provided, however, that if any such stockholder fails Person shall fail to perfect or withdraws otherwise shall waive, withdraw or otherwise loses his, her or its lose the right to appraisal and payment under Section 262 of the DGCL. Shares held by any stockholder , then the right of such Person to receive those rights under Section 262 of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of DGCL shall cease and such shares of Company Common Stock under DGCL Section 262, Appraisal Shares shall thereupon be deemed to have been converted as of the Effective Time into, and shall represent only the right to receive, the Merger Consideration as provided in Section 2.01(c), without interest thereon. The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have become exchangeable forthe right to participate in, as of and after the Offer Acceptance Time, direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the applicable Per Share Merger ConsiderationCompany shall not, without the prior written consent of Parent, make any interest thereon. (b) payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the ClosingEffective Time, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary and contained in this Agreement, any Company Shares that constitute Appraisal Shares (as defined in Section 2.10(c)) shall not be converted into or represent the right to the extent available under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock receive payment in accordance with Section 2.5, and each holder of Appraisal Shares shall be entitled only to such rights with respect to such Appraisal Shares as may be granted to such holder pursuant to Section 262 of the DGCL DGCL. From and otherwise complied with all after the Effective Time, a holder of the provisions of the DGCL relevant to the exercise Appraisal Shares shall not have and perfection of dissenters’ rights shall not be converted into, and such stockholders 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 have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails fail to perfect or withdraws or shall otherwise loses hislose such holder’s right of appraisal under Section 262 of the DGCL, her or its then: (i) any right of such holder to require the Surviving Corporation to purchase such Appraisal Shares for cash shall be extinguished; and (ii) such Appraisal Shares shall automatically be converted into and shall represent only the right to appraisal and payment under receive (upon the DGCL. Shares held surrender of the Certificate(s)) to receive the Merger Consideration in accordance with Section 2.5. (b) The Company shall give Parent: (i) prompt written notice of any demand by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to for appraisal of such shares of stockholder’s Company Common Stock under DGCL Shares pursuant to Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as 262 of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, DGCL; and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand. The Company shall not, except Except with the prior written consent of Parent (which consent Parent, the Company shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demandsdemands for appraisal. (c) For purposes of this Agreement, “Appraisal Shares” shall refer to any Company Shares outstanding immediately prior to the Effective Time that are held by stockholders who have perfected their appraisal rights under Section 262 of the DGCL with respect to such Company Shares.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders any Person who is entitled to demand and properly demands appraisal of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing such shares pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Common Stock in accordance with all respects with, Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (“Common Appraisal Shares”) shall not be converted into, and such stockholders shall have no into the right to receive, receive the Per Share Merger Consideration unless as provided in Section 2.01(c), but instead shall be canceled and until shall represent the right to receive only those rights provided under Section 262 of the DGCL; provided, however, that if any such stockholder fails Person shall fail to perfect or withdraws otherwise lose or otherwise loses his, her or its validly withdraw the right to appraisal and payment under Section 262 of the DGCL. Shares held by any stockholder , then the right of such Person to receive those rights under Section 262 of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of DGCL shall cease and such shares of Company Common Stock under DGCL Section 262, Appraisal Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective TimeTime into, and shall represent only the right to receive, the applicable Per Share Merger ConsiderationConsideration as provided in Section 2.01(c), without any interest thereon. (b) Prior to the Closing, the The Company shall give Parent (i) prompt notice (and in any event within three Business Days) to Parent of any demands for appraisal received by the Company for appraisal of any shares of Company Common Stock and any withdrawals of such demands, Parent shall have the right to direct and (ii) the opportunity to participate in control all negotiations and proceedings with respect to any such demands except as required by applicable Law. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to any demands for appraisal, offer to settle or compromise, settle or compromise any such demands, approve any withdrawal of any such demands, waive any failure to timely deliver a written demand for appraisal under in accordance with the DGCLDGCL or agree to do any of the foregoing. The Company Prior to the Closing, Parent shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of DGCL(collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receive, receive payment of the Per Share Merger Consideration appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCL. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Capital Stock under the DGCL Section 262(whether occurring before, at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereoninterest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 1.5 and 1.7. (b) Prior to During the ClosingPre-Closing Period, the Company shall give Parent (i) prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company and any withdrawals of in connection with such demands, and (ii) the opportunity Company shall have the right to participate in direct all negotiations and proceedings with respect to demands for appraisal under such demands; provided that Parent shall have the DGCLright to participate in such negotiations and proceedings. The Company shall not, except with the Xxxxxx’s prior written consent of Parent (which consent shall consent, not to be unreasonably withheld), delayed or conditioned, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision None of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders Time, the holder of the Company who shall have which has neither voted in favor of the Merger nor or consented thereto in writing pursuant to Section 228 of the DGCL and who shall have has demanded properly in writing such holder’s right to appraisal for such Company Common Stock in accordance with Section 262 of the DGCL (such shares, the “Dissenting Shares” and otherwise complied with all of the provisions of the DGCL relevant each, a “Dissenting Share”), and who has not effectively withdrawn or lost such holder’s rights to the exercise and perfection of dissenters’ rights appraisal, shall not be converted into, and such stockholders shall have no into the right to receive, receive the Per Share Merger Consideration unless Consideration. At the Effective Time, all Dissenting Shares shall be canceled and until such stockholder fails shall cease to perfect or withdraws or otherwise loses his, her or its exist and shall represent the right to appraisal and payment receive only those rights provided under the DGCL. Shares held by If, after the Effective Time, any stockholder holder of the Company who a Dissenting Share withdraws, loses or fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ such holder’s rights to appraisal of appraisal, such shares of Company Common Stock under DGCL Section 262, Dissenting Share shall thereupon be deemed to have treated as if it had been converted into, and to have become exchangeable forconverted, as of the Effective Time, into the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior . The holders of Dissenting Shares shall be entitled only to those rights granted under Section 262 of the Closing, the DGCL. The Company shall give promptly notify Parent (i) prompt notice upon receipt of any written demands for appraisal received by under Section 262 of the Company DGCL and any withdrawals of such demands, demands and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL, the Per Share Merger Consideration unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCL. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Capital Stock under the DGCL Section 262(whether occurring before, at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereon.interest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 1.5 and 1.7. Table of Contents (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company and any withdrawals of in connection with such demands, and (ii) Parent shall have the opportunity right to participate in direct all negotiations and proceedings with respect to demands for appraisal under such demands; provided that the DGCLCompany shall have the right to participate in such negotiations and proceedings. The Company shall not, except with the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld)consent, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, Any shares of Company CompCore Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders shareholders of CompCore who properly exercise and perfect the dissenters' appraisal rights set forth in Chapter 13 of the Company who GCL ("Dissenting Shares") shall have neither voted in favor of not be converted into the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company right to receive Xxxxx Common Stock in accordance but shall instead be converted into the right to receive such consideration as may be determined to be due with Section 262 of the DGCL and otherwise complied with all of respect to such Dissenting Shares pursuant to the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCLGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Company CompCore shall give Parent (i) Xxxxx prompt notice of any demands demand received by CompCore for appraisal received by the Company and any withdrawals of such demandsCompCore Common Stock, and (ii) Xxxxx shall have the opportunity right to participate in control all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demand. The Company shall notCompCore agrees that, except with the prior written consent of Parent (which consent shall Xxxxx or as required under the GCL, it will not be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demandsdemand for appraisal. Each holder of Dissenting Shares (a "Dissenting Shareholder") who, pursuant to the provisions of the GCL, becomes entitled to payment of the value of shares of CompCore Common Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to the provisions of the GCL). In the event that any holder of shares of CompCore Common Stock fails to make an effective demand for payment or otherwise loses his or her status as a Dissenting Shareholder, Xxxxx shall, as of the later of the Effective Time or the occurrence of such event, issue and deliver, upon surrender by such Dissenting Shareholder of its Certificate or Certificates, the shares of Xxxxx Common Stock and any cash payment in lieu of fractional shares, in each case without interest thereon, to which such Dissenting Shareholder would have been entitled to under Section 2.1 and the Merger Agreement (less such Dissenting Shareholder's pro rata portion of the Escrow Shares).

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares each share of Company Common Stock that are is issued and outstanding immediately prior to the Effective Time and that are is held by stockholders a Company Stockholder who has properly demanded and perfected such stockholder’s appraisal rights and demanded to be paid the fair value of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock shares in accordance with Section 262 of Delaware Law (the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”), shall not be converted into, and such stockholders shall have no into the right to receivereceive cash pursuant to Section 1.6(b), but the Per Share Merger Consideration unless holder thereof shall be entitled to such rights as are granted by Delaware Law and until the Surviving Corporation shall make all payments to the holders of such stockholder fails Dissenting Shares with respect to such demands in accordance with Delaware Law; provided, that if any such holder shall, prior to or after the Effective Time, have failed to perfect or withdraws or otherwise loses hisshall have lost its appraisal right under Delaware Law, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares each share of Company Common Stock under DGCL Section 262, held by such holder shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, solely the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior right to receive the Closing, the cash pursuant to Section 1.6(b). Company shall give prompt written notice to Parent (i) prompt notice and Merger Sub of any demands for appraisal received by the Company and any withdrawals for payment under Section 262 of such demandsthe Delaware Law, and (ii) Parent and Merger Sub shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)and Merger Sub, make any payment with respect to any demands for appraisal to, settle, or offer to settle settle, or settle offer to make any payment to settle, any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL, the Per Share Merger Consideration unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCL. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who effectively withdraws shall have withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Capital Stock under the DGCL Section 262, shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereonConsideration attributable to such Dissenting Shares upon their surrender in the manner provided in Section 1.5. (b) Prior to the Closing, the The Company shall give Parent (i) Meerkat prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company and any withdrawals of in connection with such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the without Meerkat’s prior written consent of Parent (which consent shall not be unreasonably withheld)consent, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL, the Per Share Merger Consideration unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCL. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Capital Stock under the DGCL Section 262(whether occurring before, at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereoninterest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 1.5 and 1.7. (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company and any withdrawals of in connection with such demands, and (ii) Xxxxxx shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the Xxxxxx’s prior written consent of Parent (which consent shall consent, not to be unreasonably withheld), delayed or conditioned, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, the shares of Company Common Stock and Company Preferred Stock that are outstanding immediately prior to the Company Merger Effective Time and that are held by stockholders of the Company Stockholders who shall have neither voted in favor of the Company Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock or Company Preferred Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”) shall not be converted into, and such stockholders Company Stockholders shall have no right to receive, the Per Share Merger applicable portion of the Aggregate Company Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock or Company Preferred Stock under Section 262 of the DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Company Merger Effective Time, the right to receive the applicable Per Share Merger portion of the Aggregate Company Consideration, without any interest thereon, in the manner provided in Section 3.05. (b) Prior to the Closing, the Company shall give Parent SPAC (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent SPAC (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders shareholders of the Company who shall have neither voted in favor of the Merger Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights for such Company Common Stock in accordance with Section 262 of the DGCL DGCL, and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights appraisal rights, shall not be converted into, and such stockholders shareholders shall have no right to receive, the applicable Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262262 of the DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable Per Share Merger Consideration, without any interest thereonthereon in accordance with this Agreement. (b) Prior to the Closing, the Company shall give Parent Acquiror (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of or California Law, as applicable (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL or California Law, the Per Share Merger Consideration as applicable, unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCLDGCL or California Law, as applicable. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Capital Stock under the DGCL Section 262or California Law, as applicable (whether occurring before, at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereoninterest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 1.5 and 1.8. (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company and any withdrawals of in connection with such demands, and (ii) the opportunity Company shall have the right to participate in direct all negotiations and proceedings with respect to demands for appraisal under such demands; provided that Parent shall have the DGCLright to participate in such negotiations and proceedings. The Company shall not, except with the Xxxxxx’s prior written consent of Parent (which consent shall consent, not to be unreasonably withheld), delayed or conditioned, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders a holder who has delivered a written demand for appraisal of such shares in accordance with Section 0-000-000 et seq. of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing CBCA, if such sections provide for appraisal rights for such shares of Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights Merger ("Dissenting Shares"), shall not be converted intoas provided in Section 1.5 of this Agreement, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder holder fails to perfect or effectively withdraws or otherwise loses his, her or its his right to appraisal and payment under the DGCLCBCA. Shares held by If, after the Effective Time, any stockholder of the Company who such holder fails to perfect or who effectively withdraws or otherwise loses hishis right to appraisal, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, Dissenting Shares shall thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Effective TimeTime into the right to receive the Merger Consideration as provided in Section 1.5 hereof, the applicable Per Share Merger Considerationtogether with any dividends or distributions payable thereon, and to which such holder is entitled, without any interest thereon. (b) Prior to the Closing, the . Company shall give Parent (i) prompt notice of any demands received by Company for appraisal received by the of Company and any withdrawals of such demandsCommon Stock, and (ii) prior to the opportunity Effective Time, Parent shall have the right to participate in all negotiations and proceedings Proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal to, or offer to settle or settle settle, any such demands. Parent covenants and agrees that, in the event any cash payment is to be made following the Effective Time in respect of Dissenting Shares (as a result of a judgment, settlement or otherwise), Parent shall contribute to the capital of Surviving Corporation an amount sufficient to make such payment, and no funds or other assets of Surviving Corporation shall, directly or indirectly, be used for such purpose.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary and to the extent available under the DGCLcontained in this Agreement, any shares of Company Common Stock that are outstanding that, as of immediately prior to the First Effective Time and that Time, are held by stockholders holders who have as of such time preserved appraisal rights under Section 262 of the Company who DGCL with respect to such shares shall have neither voted in favor not be converted into or represent the right to receive cash and shares of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Parent Common Stock in accordance with Section 1.5(a)(iii), or cash in lieu of fractional shares in accordance with Section 1.5(d), and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders pursuant to Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ DGCL; provided, however, that if such appraisal rights shall not be converted into, and such stockholders shall have no right to receive, perfected or the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal holders of such shares of Company Common Stock under DGCL Section 262shall otherwise lose their appraisal rights with respect to such shares, shall thereupon be deemed to have been converted into, and to have become exchangeable forthen, as of the later of the First Effective TimeTime or the time of the failure to perfect such status or the loss of such rights, such shares shall automatically be converted into and shall represent only the applicable Per Share Merger Consideration, without any interest thereonright to receive (upon the surrender of such holder’s Company Stock Certificate(s) in accordance with Section 1.7) cash and shares of Parent Common Stock in accordance with Section 1.5(a)(iii) and cash in lieu of fractional shares in accordance with Section 1.5(d). (b) Prior to the Closing, the The Company shall give Parent Parent: (i) prompt notice of any demands for appraisal written demand received by the Company prior to the First Effective Time to require the Company to purchase shares of Company Common Stock pursuant to Section 262 of the DGCL and of any withdrawals of such demandsother demand, notice or instrument delivered to the Company prior to the First Effective Time pursuant to the DGCL; and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand, notice or instrument. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment or settlement offer prior to the First Effective Time with respect to any demands for appraisal such demand unless Parent shall have consented in writing to such payment or offer to settle or settle any such demandssettlement offer.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders any Person who is entitled to demand and properly demands appraisal of the such Company who shall have neither voted in favor of the Merger nor consented thereto in writing Shares pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Common Stock in accordance with all respects with, Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (“Appraisal Shares”) shall not be converted into, and such stockholders shall have no into the right to receive, receive the Per Share Merger Consideration unless as provided in Section 4.1(a), but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares in accordance with and until to the extent provided in Section 262 of the DGCL; provided, however, that if any such stockholder fails holder shall fail to perfect or withdraws otherwise shall waive, withdraw or otherwise loses his, her or its lose the right to appraisal and payment under the DGCL. Shares held by any stockholder Section 262 of the Company who fails DGCL with respect to perfect or who effectively withdraws or otherwise loses hisAppraisal Shares, her or its dissenters’ rights then the right of such holder to seek appraisal of such shares of Company Common Stock under DGCL Section 262, Shares shall thereupon cease and such Company Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as of the Effective Time, the applicable Per Share Merger Considerationprovided in Section 4.1(a), without any interest thereon. (b) Prior to the Closing, the interest. The Company shall give Parent (i) prompt notice to Parent of any demands for appraisal received by the Company and for appraisal of any withdrawals of such demandsCompany Shares, and (ii) the opportunity to Parent shall participate in and control all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time (other than the Exception Shares) and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall will have demanded properly in writing appraisal for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of (the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall “Dissenting Stockholders”) will not be converted into, and such stockholders shall have no or represent the right to receive, the Per Share applicable Merger Consideration unless and until such stockholder fails (collectively, the “Dissenting Shares”). Dissenting Stockholders will be entitled to perfect or withdraws or otherwise loses his, her or its right to appraisal and receive payment under of the fair value of the Dissenting Shares in accordance with the provisions of Section 262 of the DGCL. , except that all Dissenting Shares held by any stockholder stockholders of the Company who fails fail to perfect or who effectively withdraws withdraw or otherwise loses his, her or its dissenters’ lose their rights to appraisal of such shares under Section 262 of Company Common Stock under the DGCL Section 262, shall will 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 Per Share Merger ConsiderationConsideration in accordance with Section 3.7, without any interest thereon, upon surrender, in the manner provided in Section 3.8, of the Certificate or Certificates that formerly evidenced such shares of Company Capital Stock. (b) Prior to the Closing, the The Company shall will give Parent (i) prompt notice of any demands for appraisal received as promptly as reasonably practicable upon receipt by the Company of any demand for payment pursuant to Section 262 of the DGCL and any of withdrawals of such demandsnotice, and (ii) Parent will have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under any such demands. Any payments to be made in respect of Dissenting Shares will be made by Parent and/or the DGCLSurviving Corporation. The Company shall will not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and contrary, with respect to the extent available under the DGCL, shares each share of Company Common Stock that are outstanding immediately prior (including Book-Entry Shares) as to which the Effective Time and that are held by stockholders of the Company who shall have neither holder thereof (i) has not voted in favor of the Merger nor or consented thereto in writing and who shall have has demanded properly in writing appraisal for such Company Common Stock shares in accordance with Section 262 of the DGCL, (ii) properly complied with Section 262 of the DGCL and otherwise complied (iii) has not effectively withdrawn or lost its rights to appraisal (each, a “Dissenting Share”), if any, such holder shall be entitled to payment (subject to, and net of, any applicable withholding Tax), solely from the Final Surviving Entity, of the appraisal value of such Dissenting Shares to the extent permitted by and in accordance with all of the provisions of Section 262 of the DGCL relevant to DGCL, except that (x) if any holder of Dissenting Shares, under the exercise and perfection circumstances permitted by Section 262 of dissenters’ rights shall not be converted intothe DGCL, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails affirmatively withdraws or loses (through failure to perfect or withdraws or otherwise loses his, her otherwise) the right to dissent or its right rights for appraisal of such Dissenting Shares, (y) if any holder of Dissenting Shares fails to establish his entitlement to appraisal and rights as provided in the DGCL or (z) if any holder of Dissenting Shares takes or fails to take any action the consequence of which is that such holder is not entitled to payment for his shares under the DGCL. Shares held by any stockholder of , such holder or holders shall forfeit the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to right for appraisal of such shares of Company Common Stock under DGCL Section 262and such shares of Company Common Stock shall cease to constitute Dissenting Shares, shall and each such share of Company Common Stock shall, to the fullest extent permitted by Law, thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.2, of such formerly Dissenting Shares. (b) Prior to the Closing, the The Company shall give Parent (i) prompt notice of of, together with copies of, any demands for appraisal received by the Company and any Company, withdrawals of such demands, and (ii) any other instruments served on or otherwise received by the opportunity Company pursuant to the DGCL. Parent shall have the right to participate in all negotiations and proceedings with respect to any and all such demands for appraisal under appraisal. Without limiting, and in furtherance of, the DGCL. The foregoing, the Company shall not, except with the prior written consent of Parent Parent, (which consent shall not be unreasonably withheld), i) make any payment with respect to any such demands for appraisal or appraisal, (ii) offer to settle or otherwise settle any such demands, (iii) waive any failure to properly make or effect any such demand for appraisal or other action required to perfect appraisal rights in accordance with the DGCL or (iv) agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any other provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall 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 demanded with respect to which a demand for payment and appraisal has been properly in writing appraisal for such Company Common Stock made and perfected in accordance with Section 262 of the DGCL and otherwise complied with all of (the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”), shall not be converted into, and such stockholders shall have no into or represent the right to receive, receive the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses hisin accordance with Section 1.5(a), her or its but shall be converted into the right to appraisal and payment under 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 held by any stockholder of the Company who fails to perfect (a “Dissenting Stockholder”) withdraws such holder’s demand for such payment and appraisal or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to becomes ineligible for such payment and appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable forthen, as of the later of the Effective TimeTime or the date of which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall automatically be converted into the applicable right to receive the Per Share Merger Consideration, without any interest thereonConsideration in accordance with Section 1.5(a). (b) Prior to the Closing, the The Company shall give Parent (i) prompt notice of any written demands for appraisal received by the dissenters’ rights of any Company and any Common Stock, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company which relate to any such demand for dissenters’ rights and (ii) the opportunity reasonably to participate in direct all negotiations and proceedings (subject to the Company’s right to object to any actions or positions taken by Parent that it deems, in its sole discretion, unreasonable) with respect to demands for appraisal dissenters’ rights under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheldwithheld or delayed), make any payment with respect to any demands for appraisal dissenters’ rights or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of (the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL, the Per Share Merger Consideration unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCL. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Capital Stock under the DGCL Section 262(whether occurring before, at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereoninterest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 1.5 and 1.8. (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company and any withdrawals of in connection with such demands, and (ii) the opportunity Company shall have the right to participate in direct all negotiations and proceedings with respect to demands for appraisal under such demands; provided that Parent shall have the DGCLright to participate in such negotiations and proceedings. The Company shall not, except with the Xxxxxx’s prior written consent of Parent (which consent shall consent, not to be unreasonably withheld), delayed or conditioned, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. (ai) Notwithstanding any provision of this Agreement anything to the contrary and to contained in this Agreement, any share of the extent available under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable forthat, as of the Effective Time, is held by a holder who has, as of the applicable Per Effective Time, preserved such holder’s appraisal rights under Section 262 of the GCL with respect to such share shall not be converted into or represent the right to receive the Share Merger ConsiderationPrice in accordance with Section 2.1(a), without any interest thereonand the holder of such share shall be entitled only to such rights as may be granted to such holder pursuant to Section 262 of the GCL with respect to such share; provided, however, that if such appraisal rights shall not be perfected or the holder of such share shall otherwise lose such holder’s appraisal rights with respect to such share, then, as of the later of the Effective Time or the time of the failure to perfect such rights or the loss of such rights, such share shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate representing such share) the Share Price in accordance with Section 2.1(a). (bii) Prior to the Closing, the The Company shall give Parent (i) prompt notice of any demands for appraisal written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Common Stock pursuant to Section 262 of the GCL and of any withdrawals of such demandsother demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the GCL and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under any such demand, notice or instrument. Without limiting the DGCL. The generality of the foregoing, the Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal such demand unless Parent shall have consented in writing to such payment or settlement offer to settle or settle any such demandsunless required by a final, non-appealable order, decree, ruling or injunction of a court of competent jurisdiction.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company holders who shall have neither voted in favor of the Merger nor otherwise consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock shares in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (“Dissenting Shares”) shall not be converted into, and such stockholders shall have no or represent the right to receive, the Per Share Merger Consideration unless and until such stockholder fails consideration described in Section 3.01(c)(i). Such holders shall be entitled to perfect or withdraws or otherwise loses his, her or its right to appraisal and receive payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal appraised value of such shares of Company Common Stock under DGCL held by them in accordance with the provisions of Section 262262 of the DGCL, except that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such appraisal rights or a court of competent jurisdiction shall thereupon determine that such holder is not entitled to appraisal rights, each such share of Company Common Stock held by such holder shall no longer be considered a Dissenting Share and each such share and its associated Stockholder Rights (if any) shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, Time into the applicable Per Share right to receive the Merger ConsiderationConsideration in accordance with Section 3.01(c)(i), without any interest thereon. (b) Prior to the Closing, the . The Company shall give Parent (i) prompt notice to Parent of any demands for appraisal received by the Company and or any Subsidiary thereof for appraisal of shares of Company Common Stock or written threats thereof, withdrawals of such demandsdemands and any other instruments served pursuant to Delaware law received by the Company or any of its Subsidiaries, and (ii) Parent shall have the opportunity right to participate in and control all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, neither the Company shall notnor any Subsidiary thereof shall, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demandsdemands or agree to do or commit to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent contrary, if appraisal rights are available under Section 92A.380 of the DGCLNRS in respect of the Merger, shares of Company Common Stock then Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders who have demanded and perfected their demands for appraisal of such Shares in the time and manner provided in Sections 92A.300 through 92A.500 (inclusive) of the Company who shall NRS and, as of the Effective Time, have neither voted in favor of effectively withdrawn nor lost their rights to such appraisal and payment under the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of NRS (the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights "Dissenting Shares"), shall not be converted intoas described in Section 2.7(c) hereof, and but shall, by virtue of the Merger, be entitled to only such stockholders rights as are granted by Section 92A.380 of the NRS; provided, that if such holder shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails failed to perfect or withdraws shall have effectively withdrawn or otherwise loses lost his, her or its right to appraisal and payment under the DGCL. NRS, such holder's Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted intoconverted, and to have become exchangeable for, as of at the Effective Time, as described in Section 2.7(c), into the applicable Per Share right to receive the Merger Consideration, without any interest thereon. (b) Prior to the Closing, the . The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the NRS and received by the Company and any withdrawals relating to stockholders' rights of such demandsappraisal, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLNRS. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal to, or settle, or offer or agree to settle or settle settle, any such demandsdemand for payment. Any funds paid to holders of Dissenting Shares shall be paid solely out of the assets of the Surviving Corporation and Parent shall not contribute funds to Merger Sub or the Surviving Corporation to fund payments to holders of Dissenting Shares, assume the Surviving Corporation's obligation to make such payment, or otherwise reimburse the Surviving Corporation, directly or indirectly, for such payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. (a) Notwithstanding any provision provisions of this Agreement to the contrary and to the extent available under the DGCLcontrary, any shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company a holder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing has exercised such holder s appraisal for such Company Common Stock rights in accordance with Section 262 of either the DGCL or California General Corporation Law (the "CGC L") and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable forwho, 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 applicable Per Share Merger Considerationconsideration described in Section 3.1, without but the holder of the Dissenting Shares shall only be entitled to such rights as are granted by the DGCL or the CGCL, as applicable. Notwithstanding the provisions of subsection (a) above, if any interest thereon. holder of shares of Company Stock who demands appraisal rights with respect to such shares shall effectively withdraw or lose (bthrough the failure to perfect or otherwise) Prior such holder s appraisal rights under the DGCL or CGCL, as applicable, then, as of the Effective Time or the occurrence of such event, such holder s shares shall automatically be converted into and represents only the right to receive the Closingconsideration described in Section 3.1, the subject in any event to Section 3.4. The Company shall give Parent Acquiror (i) prompt written notice of any written demands for payment with respect to any shares of Company Stock pursuant to appraisal received by the Company rights, and any withdrawals of such demandsdemands or losses of such rights, and any other instruments served pursuant to the DGCL or CGCL, as applicable, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLrights. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Acquiror, voluntarily make any payment with respect to any demands for appraisal rights or offer to settle or settle any such demands.. REPRESENTATIONS AND

Appraisal Rights. (a) Notwithstanding any provision of this Agreement No Person who has properly demanded a demand for appraisal rights pursuant to the contrary and to the extent available under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant respect to the exercise and perfection of dissenters’ rights any Dissenting Shares shall not be converted into, and such stockholders shall have no right entitled to receive, receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such stockholder fails to perfect Person shall have effectively withdrawn its demand for, or withdraws or otherwise loses his, her or lost its right to to, appraisal and payment under the DGCLDGCL with respect to such Dissenting Shares. Shares held Unless and until a Dissenting Stockholder shall have effectively withdrawn its demand for, or lost its right to, appraisal under the DGCL with respect to Dissenting Shares, each Dissenting Stockholder shall be entitled only to such rights and payments as are granted by any stockholder Section 262 of the Company who fails DGCL with respect to perfect such Dissenting Shares; provided, however, that if any such holder shall effectively waive, withdraw or who effectively withdraws or otherwise loses hislose such holder’s rights under Section 262 of the DGCL, her or its dissenters’ rights to appraisal each of such shares of Company Common Stock under DGCL Section 262, holder’s Dissenting Shares shall thereupon no longer be deemed an Excluded Share and shall be deemed to have been converted into, and to have become exchangeable for, as of at the Effective Time, Time into the applicable right to receive the Per Share Merger ConsiderationConsideration as provided in Section 4.1(a), without interest and after giving effect to any interest thereon. (b) Prior required Tax withholdings as provided in Section 4.2(g), and such holder thereof shall cease to the Closing, the have any other rights with respect thereto. The Company shall give Parent (i) prompt notice of any written demands for appraisal received by the Company and any appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in and control all negotiations and proceedings with respect to all demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Company Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares Any shares of Company Capital Stock held by any stockholder of the a Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Capital Stock under Section 262 of the DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Company Per Share Merger Consideration, without any interest thereon, upon surrender, in the manner provided in this Article II, of any certificate or book entry that formerly evidenced such shares of Company Capital Stock. (b) Prior to the Closing, the Company shall give Parent dMY (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations proceedings and proceedings settlement discussions with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent dMY (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary and to the extent available under the DGCLcontained in this Agreement, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders any share of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable forthat, as of the Effective Time, is held by a holder who properly asserts and perfects such holder’s appraisal rights under Section 262 of Delaware Law with respect to such share, shall not be converted into or represent the applicable Per Share right to receive the Merger Consideration in accordance with Section 2.02(a), and the holder of such share instead shall be entitled only to such rights as may be granted to such holder pursuant to Section 262 of Delaware Law with respect to such share; provided, however, that if such appraisal rights shall not be perfected or the holder of such share shall otherwise lose such holder’s appraisal rights with respect to such share, then, as of the later of the Effective Time or the time of the failure to perfect such rights or the loss of such rights, such share shall automatically be converted into and shall thereafter represent only the right to receive (upon the surrender of any Certificate representing such share) the Merger Consideration, without any interest thereon, in accordance with Section 2.02(a). (b) Prior to the Closing, the The Company shall give Parent (i) prompt notice of any demands written demand for appraisal received by the Company prior to the Effective Time pursuant to Section 262 of Delaware Law and of any withdrawals of such demandssimilar demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under any such demand, notice or instrument. Without limiting the DGCL. The generality of the foregoing, the Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal such demand unless Parent shall have consented in writing to such payment or settlement offer to settle or settle any such demandsunless required by a final, non-appealable order, decree, ruling or injunction of a court of competent jurisdiction.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock that are and Series A Preferred Stock outstanding immediately prior to the Effective Time and that are held by stockholders a holder who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the Company who DGCL (the “Appraisal Rights”) shall have neither voted in favor of not be converted into the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company right to receive the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as applicable. Such holders shall be entitled to receive such consideration as is determined to be due with respect to such Dissenting Shares in accordance with Section 262 of the DGCL and DGCL; provided, however, that if any such holder shall fail to perfect or otherwise complied with all shall waive, withdraw or lose the right to appraisal under the Appraisal Rights, then the right of the provisions such holder to be paid such consideration as is determined to be due pursuant to Section 262 of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, cease and such stockholders Dissenting Shares shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable for, as of solely for the Effective Timeright to receive, the applicable Per Share Common Stock Merger Consideration or Preferred Stock Merger Consideration, without any interest thereoninterest. (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice as promptly as reasonably practicable of any written demands for appraisal received by of any shares of Company Common Stock or Series A Preferred Stock, the Company and any withdrawals of such demands, demands and any other instrument relating to appraisal served on the Company under the DGCL and (ii) the opportunity right to participate in control all negotiations and proceedings with respect to such demands for appraisal under appraisal; provided, that the DGCL. The Company shall nothave the right to participate in such negotiations and proceedings and, except with provided, further, that for the avoidance of doubt, prior written consent of to the Effective Time Parent (which consent shall not be unreasonably withheld), make have the authority to cause the Company to commit to or incur any payment obligations with respect to any demands for appraisal or offer rights, except to settle or settle the extent that any such demandsobligation is conditioned upon the occurrence of the Merger.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary and to the extent available under the DGCLcontained in this Agreement, any shares of Company Common Stock that are outstanding that, as of immediately prior to the Effective Time and that Time, are held by stockholders holders who have as of such time preserved appraisal rights under the Company who CCL with respect to such shares shall have neither voted in favor not be converted into or represent the right to receive shares of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Parent Common Stock in accordance with Section 262 1.5(a) and the holder or holders of the DGCL and otherwise complied with all of the provisions of the DGCL relevant such shares shall be entitled only to such rights as may be granted to such holder or holders pursuant to the exercise and perfection of dissenters’ CCL; provided, however, that if such appraisal rights shall not be converted into, and such stockholders shall have no right to receive, perfected or the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal holders of such shares of Company Common Stock under DGCL Section 262shall otherwise lose their appraisal rights with respect to such shares, shall thereupon be deemed to have been converted into, and to have become exchangeable forthen, as of the later of the Effective TimeTime or the time of the failure to perfect such status or the loss of such rights, such shares shall automatically be converted into and shall represent only the applicable Per Share Merger Consideration, without any interest thereonright to receive (upon the surrender of such holder’s Company Stock Certificate(s) in accordance with Section 1.7) shares of Parent Common Stock in accordance with Section 1.5(a). (b) Prior to the Closing, the The Company shall give Parent Parent: (i) prompt notice of any demands for appraisal written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Common Stock pursuant to the CCL and of any withdrawals of such demandsother demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the NRS; and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand, notice or instrument. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal such demand unless Parent shall have consented in writing to such payment or offer to settle or settle any such demandssettlement offer.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted did not vote in favor of the Merger nor consented (or consent thereto in writing writing) and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance comply with all of the relevant provisions of Section 262 of the DGCL and otherwise complied with all of (the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Stockholders”) shall not be converted into, and such stockholders shall have no into or be exchangeable for the right to receive, receive the Per Share Merger Consideration (the “Dissenting Shares”), unless and until such stockholder fails the holder or holders thereof shall have failed to perfect or withdraws shall have effectively withdrawn or otherwise loses his, her or its right lost their rights to appraisal and payment under the DGCL. Shares held by If any stockholder of the Company who fails Dissenting Stockholder shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses hislost such right, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, holder’s Shares shall thereupon be deemed to have treated as if they had been converted into, into and to have become exchangeable forfor the right to receive, as of the Effective Time, the applicable Per Share Merger ConsiderationConsideration for each such Share, in accordance with Section 2.7, without any interest thereon. (b) Prior to the Closing, the . The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company and any withdrawals relating to stockholders’ rights of such demandsappraisal, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, voluntarily make any payment with respect to, or settle, or agree to any demands for appraisal or offer to settle or settle settle, any such demandsdemand for payment.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights or dissenters’ rights for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the per share amount of the merger consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the value of such shares of Company Capital Stock held by them in accordance with the DGCL, the Per Share Merger Consideration unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to appraisal and payment lose their rights under the DGCL. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who effectively withdraws shall have withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal or purchase of such shares of Company Common Capital Stock under the DGCL Section 262, shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereonright to receive the per share amount of the merger consideration attributable to such Dissenting Shares upon their surrender in the manner provided in Section 1.5. (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice of any demands for appraisal by dissenting stockholders received by the Company and to require the Company to purchase any shares of Company Capital Stock pursuant to the DGCL, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company in connection with such demands, and (ii) . The Company shall provide Parent the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal such demand unless Parent shall have given its prior written consent to such payment or offer to settle or settle any such demandssettlement offer.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, any shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders capital stock of the Company held by a holder who shall have neither voted in favor of the Merger nor consented thereto in writing has exercised and who shall have demanded properly in writing perfected appraisal rights for such Company Common Stock shares in accordance with Section 262 of the DGCL Nevada Law and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable forwho, 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 that number of shares of Parent Preferred Stock (including any cash in lieu of fractional shares) that such holder is entitled to receive in the applicable Per Share Merger ConsiderationMerger, without any interest thereonbut the holder thereof shall only be entitled to such rights as are granted by Nevada Law. (b) Prior Notwithstanding the provisions of subsection (a), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder's appraisal rights, then, as of the Closinglater of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive that number of shares of Parent Preferred Stock, plus any cash in lieu of fractional shares, upon surrender of the certificate representing such shares. (c) The Company shall give Parent (i) prompt notice of any demands written demand for appraisal received by the Company and any withdrawals pursuant to the applicable provisions of such demands, Nevada Law and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, voluntarily make any payment or offer to make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands. Any payments relating to Dissenting Shares shall be made solely by the Surviving Corporation, and no funds or other property will be provided by Merger Sub.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock and Fund Stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders of the owning Company Stock or Fund Stock, as applicable, who shall have neither not voted in favor of the Merger nor Merger, consented thereto in writing or otherwise contractually waived their rights to appraisal and who shall have duly demanded properly in writing appraisal for such Company Common Stock in accordance and complied with all of the relevant provisions of Section 262 of the DGCL with respect to appraisal (the “Dissenting Shareholders” and otherwise complied with all the shares of Company Stock or Fund Stock, as applicable, held by such Dissenting Shareholders, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted intointo or be exchangeable for the right to receive the Merger Price with respect to each such Dissenting Share, unless and until such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails failed to perfect or withdraws shall have effectively withdrawn or otherwise loses his, her or its right lost their rights to appraisal and payment under the DGCL. Shares held by any stockholder Each of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, and Fund shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Company shall give Parent (i) give prompt notice of any written demands for appraisal of any Company Stock or Fund Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company and any withdrawals relating to stockholders’ rights of such demandsappraisal, and (ii) cooperate in the opportunity to participate in conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Neither the Company shall notnor Fund shall, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)the other party hereto, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demandsdemand for payment. If any Dissenting Shareholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, then as of the occurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Price with respect to each such Dissenting Share in accordance with Section 2.5.

Appraisal Rights. (a) Notwithstanding any provision other provisions of this Agreement to the contrary and to the extent available under the DGCLcontrary, any shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the an Company Stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for has not effectively withdrawn or lost such Company Common Stock in accordance with Section 262 of Stockholder’s appraisal rights under Delaware Law (any such shares, the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and such stockholders shall have no into or represent a right to receive, receive the Per Share applicable Merger Consideration unless and until for such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such Stockholder’s shares of Company Common Capital Stock under DGCL set forth in Section 2622.7 hereof, but in lieu thereof, such Company Stockholder shall thereupon be deemed entitled to have been converted into, and to have become exchangeable for, such appraisal rights as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereonare provided by Delaware Law. (b) Prior Notwithstanding the provisions of Section 2.8(a) hereof, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the Closinglater of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the Merger Consideration for Company Capital Stock, as applicable, set forth in Section 2.7 hereof, without interest thereon, and upon surrender of the certificate representing such shares in accordance with the terms of Section 2.9 hereof. (c) The Company shall give Parent (i) prompt notice of any demands written demand for appraisal or other payment received by the Company and any withdrawals pursuant to the applicable provisions of such demandsDelaware Law, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent (Parent, which consent shall not be unreasonably withheld), make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands. Any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the Merger Consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any Losses (including attorneys’ and consultants’ fees, costs and expenses and including any such fees, costs and expenses incurred in connection with investigating, defending against or settling any action or proceeding) in respect of any Dissenting Shares (excluding payments for such shares) ((i) and (ii) together “Dissenting Share Payments”), Parent shall be entitled to recover under the terms of Article IX hereof the amount of such Dissenting Share Payments.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary and to the extent available under the DGCLcontained in this Agreement, any shares of Company Common Stock that are outstanding that, as of immediately prior to the Effective Time and that Time, are held by stockholders holders who have as of such time preserved appraisal rights under the Company who NRS with respect to such shares shall have neither voted in favor not be converted into or represent the right to receive shares of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Parent Common Stock in accordance with Section 262 1.5(a) and the holder or holders of the DGCL and otherwise complied with all of the provisions of the DGCL relevant such shares shall be entitled only to such rights as may be granted to such holder or holders pursuant to the exercise and perfection of dissenters’ NRS; provided, however, that if such appraisal rights shall not be converted into, and such stockholders shall have no right to receive, perfected or the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal holders of such shares of Company Common Stock under DGCL Section 262shall otherwise lose their appraisal rights with respect to such shares, shall thereupon be deemed to have been converted into, and to have become exchangeable forthen, as of the later of the Effective TimeTime or the time of the failure to perfect such status or the loss of such rights, such shares shall automatically be converted into and shall represent only the applicable Per Share Merger Consideration, without any interest thereonright to receive (upon the surrender of such holder’s Company Stock Certificate(s) in accordance with Section 1.7) shares of Parent Common Stock in accordance with Section 1.5(a). (b) Prior to the Closing, the The Company shall give Parent Parent: (i) prompt notice of any demands for appraisal written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Common Stock pursuant to the NRS and of any withdrawals of such demandsother demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the NRS; and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand, notice or instrument. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal such demand unless Parent shall have consented in writing to such payment or offer to settle or settle any such demandssettlement offer.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares Each outstanding share of Company Common Stock that are outstanding immediately prior and Company Preferred Stock, the holder of which has perfected his right to appraisal under the VSCA (an “Appraisal Shareholder”) and has not effectively withdrawn or lost such right as of the Effective Time and that are held by stockholders of (the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Appraisal Shares”) shall not be converted into, and such stockholders shall have no into or represent the right to receive, receive the Per Share Merger Consideration unless hereunder and until shall be entitled only to such stockholder fails rights as are available to perfect such holder pursuant to the applicable provisions of the VSCA. Each holder of an Appraisal Share shall be entitled to receive the value of such Appraisal Share held by him in accordance with the applicable provisions of the VSCA; provided, that such holder complies with the procedures contemplated by and set forth in the applicable provisions of the VSCA. If any holder of any Appraisal Share shall effectively withdraw or withdraws or otherwise loses hislose such holder’s appraisal rights under the applicable provisions of the VSCA, her or its each such Appraisal Share shall be exchangeable for the right to appraisal and payment under receive the DGCLMerger Consideration pursuant to Section 2.5(a). Shares held by any stockholder The Company shall promptly notify Purchaser of the Company each shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ asserts rights to appraisal as an Appraisal Shareholder following receipt of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed shareholder’s written demand delivered as provided in the VSCA. Prior to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Purchaser, voluntarily make any payment with respect or commit or agree to make any demands for appraisal payment, or settle or commit or offer to settle or settle settle, any such demandsrights of an Appraisal Shareholder asserted under the VSCA.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock that are outstanding immediately prior to the First Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights for such shares of Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the appraised value of such shares of Company Common Stock held by them in accordance with the DGCL, the Per Share Merger Consideration unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCL. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Stock under the DGCL Section 262(whether occurring before, at or after the First Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the First Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereoninterest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 1.6 and 1.8. (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company and any withdrawals of in connection with such demands, and (ii) the opportunity Company shall have the right to participate in direct all negotiations and proceedings with respect to demands for appraisal under such demands; provided that the DGCLParent shall have the right to participate in such negotiations and proceedings. The Neither the Parent nor the Company shall notshall, except with the other party’s prior written consent of Parent (which consent shall not be unreasonably withheld)consent, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders a Company Stockholder who, pursuant to Section 262 of the Company who shall have neither DGCL, has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have demanded has properly in writing exercised appraisal for rights of such Company Common Stock shares in accordance with Section 262 of the DGCL and (such shares of Company Capital Stock being referred to collectively as the “Dissenting Shares” until such time as such Company Stockholder fails to perfect or otherwise complied with all of the provisions of loses such holder’s appraisal rights under the DGCL relevant with respect to the exercise and perfection of dissenters’ rights such shares) shall not be converted into, and such stockholders shall have no into a right to receivereceive the Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the Per Share Merger Consideration unless and until DGCL; provided, however, that if, after the Effective Time, such stockholder Company Stockholder fails to perfect or perfect, withdraws or otherwise loses his, her or its such Company Stockholder’s right to appraisal and payment under pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Capital Stock under DGCL Section 262, shall thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Effective Time, Time into the applicable Per Share right to receive the Merger ConsiderationConsideration in accordance with Section 2.1, without any interest thereon. (b) Prior to the Closing, the upon surrender of such Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company Preferred Stock Certificate formerly representing such share, if applicable, and any withdrawals of such demands, shares shall be cancelled and (ii) the opportunity to participate extinguished in all negotiations and proceedings accordance with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsSection 2.1.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company any Person who shall have neither voted in favor of the Merger nor consented thereto in writing is entitled to demand, and who shall have demanded properly in writing demands, appraisal for of such Company shares of Common Stock pursuant to, and who complies in accordance with all respects with, Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (such Section, "Section 262"; such shares, "Appraisal Shares") shall not be converted into, and such stockholders shall have no into the right to receive, receive the Per Share Merger Consideration unless and until as provided in Section 4.1(a), but rather the holders of Appraisal Shares shall be entitled only to payment of the fair value of such stockholder fails Appraisal Shares in accordance with Section 262; provided that if any such holder shall fail to perfect or withdraws otherwise shall waive, withdraw or otherwise loses his, her or its lose the right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares shall thereupon cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, right to receive the applicable Per Share Merger Consideration, Consideration (but without any interest thereon. (b) Prior to the Closing, the as provided in Section 4.1(a). The Company shall give Parent (i) prompt notice notify AFI as promptly as practicable of any demands for appraisal received by the Company and for appraisal of any withdrawals of such demandsshares, and (ii) AFI shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent (which consent shall not be unreasonably withheld)AFI, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing, except to the extent it is expressly required to do so by a court order.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock any Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders a stockholder who is entitled to demand, and properly demands, appraisal of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing such Shares (each, a “Dissenting Stockholder”) pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of respects with, the provisions of the DGCL relevant to (collectively, the exercise and perfection of dissenters’ rights shall “Dissenting Shares”) will not be converted into, and such stockholders shall have no into or represent the right to receive, receive the Per Share Merger Consideration (except as provided in this Section 2.4) and 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 the DGCL, unless and until such stockholder fails to perfect or Dissenting Stockholder effectively waives, withdraws or otherwise loses his, her or its the right to appraisal and payment under the DGCL or is otherwise no longer entitled to the relief provided by the DGCL. If any such Dissenting Stockholder effectively waives, withdraws or loses the right to appraisal under the DGCL or is otherwise no longer entitled to the relief provided by the DGCL, then as of the later of the Effective Time or the occurrence of such event, the Dissenting Shares held by any stockholder of such Dissenting Stockholder will be cancelled and cease to exist and be converted into and represent the Company who fails right to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Considerationreceive, without any interest thereon. , the Merger Consideration in accordance with Article I and Article II, less applicable withholding taxes, if any, required to be withheld. The Company will not, except with the prior written consent of Parent, voluntarily make (bor cause or permit to be made on its behalf) Prior any payment with respect to, or settle or make a binding offer to settle with, any Dissenting Stockholder regarding its exercise of dissenters’ rights prior to the Closing, the Effective Time. The Company shall will give Parent (i) prompt notice of any such demands for appraisal received by prior to the Company and any withdrawals of such demandsEffective Time, and (ii) Parent will have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent any exercise by any stockholder of Parent (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsdissenters’ rights.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262262 of the DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders of the Company any Person who shall have neither voted in favor of the Merger nor consented thereto in writing is entitled to demand and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in ‎Section 2.1(a), but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of such consideration as may be determined to be due with respect to such Appraisal Shares pursuant to and subject to the requirements of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL Section 262with respect to Appraisal Shares, then the right of such holder to seek appraisal of such shares of Company Common Stock shall thereupon cease and such shares of Company Common Stock shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as of the Effective Time, the applicable Per Share Merger Considerationprovided in ‎Section 2.1(a), without any interest thereon. (b) Prior and to the Closingextent applicable, the cash in lieu of fractional shares of Parent Common Stock payable pursuant to ‎Section 2.2(f) and/or any dividends or other distributions pursuant to ‎Section 2.2(d)). The Company shall give Parent (i) prompt notice to Parent of any demands for appraisal received by the Company for appraisal of any shares of Company Common Stock and any withdrawals of such demands, and (ii) the opportunity to Parent shall participate in and control all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders any person who is entitled to demand and properly demands appraisal of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing such Appraisal Shares pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Common Stock in accordance with all respects with, Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (“Section 262”) shall not be converted into, and such stockholders shall have no into the right to receive, receive the Per Share Merger Consideration unless and until as provided in Section 2.01(a), but rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such stockholder fails Appraisal Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or withdraws otherwise shall waive, withdraw or otherwise loses his, her or its lose the right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall thereupon cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the provided in Section 2.01(a). The Company shall give Parent (i) serve prompt notice to Parent of any demands for appraisal received by the Company and for appraisal of any withdrawals shares of such demandsCompany Common Stock, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Common Stock and Company Preferred Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock or Company Preferred Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock or Company Preferred Stock under Section 262 of the DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable right to receive the Per Share Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.01(b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock or Company Preferred Stock (as the case may be). (b) Prior to the Closing, the Company shall give Parent VectoIQ (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent VectoIQ (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. On or before the Closing Date, the Acquiree shall send notice to all holders of equity in the Acquiree apprising them of (a) Notwithstanding any provision of this Agreement to the contrary Merger and to the extent available under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Effective Time all transactions related thereto and that are (b) their appraisal rights. Any Acquiree Securities held by stockholders persons who have not voted such shares for approval of the Company who merger and with respect to which such person shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing be entitled to exercise appraisal for such Company Common Stock rights in accordance with Section 262 of the DGCL and otherwise complied with all of (the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights "DISSENTING SHARES") shall not be converted into, and such stockholders shall have no into the right to receive, receive Shares but shall instead be converted into the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails receive such consideration as may be determined to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings due with respect to demands for appraisal under such Dissenting Shares pursuant to the DGCL. The Company shall notAcquiror agrees that, except with the prior written consent of Parent (which consent shall the Acquiree, or as required under the DGCL, it will not be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demandspurchase demand. Each holder of Dissenting Shares who, pursuant to the provisions of the DGCL, becomes entitled to payment of the fair value for the Acquiree Securities shall receive payment therefore (but only after the value therefore shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, the Acquiror shall, issue and deliver, upon surrender by such stockholder of the certificate of certificates representing the Acquiree Securities, the number of Shares to which such stockholder would otherwise be entitled under this Agreement.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary and to the extent available under the DGCLcontained in this Agreement, any shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders capital stock of the Company who shall have neither voted in favor for which, as of the Company stockholders' meeting called to approve the Merger nor consented thereto (the "Company ------- Stockholders' Meeting"), the holder thereof has demanded an appraisal of their --------------------- value in writing and who accordance with applicable law ("Dissenting Shares") shall have demanded properly in writing appraisal for such Company not be ----------------- converted into or represent the right to receive Parent Common Stock and cash in accordance with Section 262 2.02, and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders under applicable law; provided, however, that if the DGCL and otherwise complied with all status of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights any such shares as Dissenting Shares shall not be converted intoperfected in accordance with applicable law, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by if any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable forlose their status as Dissenting Shares then, as of the later of the Effective TimeTime or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the applicable Per Share Merger Consideration, without any interest thereonright to receive (upon the surrender of the certificate or certificates representing such shares) Parent Common Stock and cash in accordance with Section 2.02. (b) Prior to the Closing, the The Company shall give Parent (i) prompt notice of any demands for appraisal written demand received by the Company at or prior to the Company Stockholders' Meeting to require the Company to purchase Dissenting Shares pursuant to applicable law and of any withdrawals of such demandsother demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Pennsylvania Business Corporation Law, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand, notice or instrument. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal such demand unless Parent shall have consented in writing to such payment or offer to settle or settle any such demandssettlement offer.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, including Section 2.1, shares of Company Common Capital Stock that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Common Shares and that are Cancelled Preferred Shares) and held by stockholders of the Company a holder who shall have neither voted in favor of the Merger nor consented thereto in writing is entitled to demand and who shall have demanded has properly in writing exercised appraisal for rights with respect to such Company Common Stock shares in accordance with Section 262 of the DGCL and (such shares of Company Capital Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise complied with all of the provisions of waives, withdraws or loses such holder’s appraisal rights under the DGCL relevant with respect to the exercise and perfection of dissenters’ rights such shares) shall not be converted into, and such stockholders shall have no into the right to receivereceive the applicable portion of the Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the Per Share Merger Consideration unless and until DGCL; provided, that if, after the Effective Time, such stockholder holder fails to perfect or perfect, waives, withdraws or otherwise loses his, her or its such holder’s right to appraisal and payment under pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Capital Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable forconverted, as of the Effective Time, into the right to receive the applicable Per Share portion of the Merger ConsiderationConsideration in accordance with Section 2.1(b), without any interest thereon. (b) , upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the case may be. Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except after consultation with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the First Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL, the Per Share Merger Consideration unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCL. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Capital Stock under the DGCL Section 262(whether occurring before, at or after the First Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the First Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereoninterest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 1.6 and 1.8. (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company and any withdrawals of in connection with such demands, and (ii) the opportunity Company shall have the right to participate in direct all negotiations and proceedings with respect to demands for appraisal under such demands; provided that the DGCLParent shall have the right to participate in such negotiations and proceedings. The Neither the Parent nor the Company shall notshall, except with the other Party’s prior written consent of Parent (which consent shall not be unreasonably withheld)consent, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted did not vote in favor of the Merger nor consented (or consent thereto in writing writing) and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance comply with all of the relevant provisions of Section 262 of the DGCL and otherwise complied with all of (the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights "DISSENTING STOCKHOLDERS") shall not be converted into, and such stockholders shall have no into or be exchangeable for the right to receive, receive the Per Share Merger Consideration (the "DISSENTING SHARES"), unless and until such stockholder fails the holder or holders thereof shall have failed to perfect or withdraws shall have effectively withdrawn or otherwise loses his, her or its right lost their rights to appraisal and payment under the DGCL. Shares held by If any stockholder of the Company who fails Dissenting Stockholder shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses hislost such right, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, holder's Shares shall thereupon be deemed to have treated as if they had been converted into, into and to have become exchangeable forfor the right to receive, as of the Effective Time, the applicable Per Share Merger ConsiderationConsideration for each such Share, in accordance with Section 2.7, without any interest thereon. (b) Prior to the Closing, the . The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company and any withdrawals relating to stockholders' rights of such demandsappraisal, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, voluntarily make any payment with respect to, or settle, or agree to any demands for appraisal or offer to settle or settle settle, any such demandsdemand for payment.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLDelaware Law, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL Delaware Law and otherwise complied with all of the provisions of the DGCL Delaware Law relevant to the exercise and perfection of dissenters’ rights (such shares, “Dissenting Shares”) shall not be converted into, and such stockholders Stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder Stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCLDelaware Law. Shares held by any stockholder of the Company Any Stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares Dissenting Shares under Section 262 of Company Common Stock under DGCL Section 262, Delaware Law shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable right to receive the Per Share Merger ConsiderationClosing Consideration and, subject to and in accordance with Section 4.4(a) below, the applicable portion of the Earn-out Shares, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 4.3, of the certificates representing the Company Common Stock that formerly evidenced such Dissenting Shares. (b) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock any Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders a Stockholder who is entitled to exercise, and properly complied with the provisions of Section 262 of the Company who shall have neither voted DGCL to demand appraisal rights with respect to such Shares (each, a “Dissenting Stockholder”) and not effectively withdrawn or lost its right to appraisal (collectively, the “Dissenting Shares”), such Dissenting Shares will not be converted into or exchangeable for or represent the right to receive the applicable Merger Consideration (except as provided in favor this Section 2.4) and will entitle such Dissenting Stockholder only to payment of the Merger nor consented thereto fair value of such Dissenting Shares as may be determined to be due to the holder of such Dissenting Shares in writing accordance with the DGCL, unless and who shall have demanded properly in writing until such Dissenting Stockholder effectively waives such appraisal rights or is otherwise no longer entitled to payment for such Company Common Stock Dissenting Shares in accordance with Section 262 of the DGCL and DGCL. If any such Dissenting Stockholder effectively waives such appraisal rights or is otherwise complied no longer entitled to payment for the Dissenting Shares held by such Dissenting Stockholder in accordance with all the Section 262 of DGCL, then as of the provisions later of the DGCL relevant to Effective Time or the exercise occurrence of such event, the Dissenting Shares held by such Dissenting Stockholder will be cancelled and perfection of dissenters’ rights shall not be converted into, into and such stockholders shall have no represent the right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company applicable Merger Consideration in accordance with Article I and any withdrawals of such demandsthis Article II, and (ii) the opportunity less applicable withholding taxes, if any, required to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLbe withheld. The Company shall will not, except with the prior written consent of Parent Parent, voluntarily make (which consent shall not or cause or permit to be unreasonably withheld), make made on its behalf) any payment with respect to any demands for appraisal to, or settle or make a binding offer to settle settle, or settle otherwise negotiate with, any Dissenting Stockholder regarding its exercise of appraisal rights prior to the Effective Time. The Company will give Parent notice of any such demandsdemands prior to the Effective Time.

Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted did not vote in favor of the Merger nor consented (or consent thereto in writing writing) and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance comply with all of the relevant provisions of Section 262 of the DGCL and otherwise complied with all of (the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights "Dissenting Stockholders") shall not be converted into, and such stockholders shall have no into or be exchangeable for the right to receive, receive the Per Share Merger Consideration (the "Dissenting Shares"), unless and until such stockholder fails the holder or holders thereof shall have failed to perfect or withdraws shall have effectively withdrawn or otherwise loses his, her or its right lost their rights to appraisal and payment under the DGCL. Shares held by If any stockholder of the Company who fails Dissenting Stockholder shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses hislost such right, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, holder's Shares shall thereupon be deemed to have treated as if they had been converted into, into and to have become exchangeable forfor the right to receive, as of the Effective Time, the applicable Per Share Merger ConsiderationConsideration for each such Share, in accordance with Section 2.7, without any interest thereon. (b) Prior to the Closing, the . The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company and any withdrawals relating to stockholders' rights of such demandsappraisal, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Parent, voluntarily make any payment with respect to, or settle, or agree to any demands for appraisal or offer to settle or settle settle, any such demandsdemand for payment.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to contrary, Shares (collectively, the extent available under the DGCL, shares of Company Common Stock "Dissenting Shares") that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who (x) shall have neither voted in favor of the Merger nor consented thereto in writing and who (y) shall have demanded properly in writing appraisal for such Company Common Stock Shares in accordance with Section 262 of DGCL (the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights "Dissenting Stockholders") shall not be converted into, and such stockholders shall have no or represent the right to receive, the Per Share Merger Consideration unless and until Consideration. Such Dissenting Stockholders shall be entitled to receive payment of the appraised value of such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder them in accordance with the provisions of the Company Section 262, except that all Shares held by stockholders who fails shall have failed to perfect or who effectively withdraws shall have withdrawn or otherwise loses his, her or its dissenters’ lost their rights to appraisal of such shares of Company Common Stock Shares under DGCL Section 262, 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.2(b), of the Certificate or Certificates that formerly evidenced such Shares. (b) Prior to the Closing, the The Company shall give Parent Purchaser (i) prompt notice of any demands for appraisal received by the Company and any Company, withdrawals of such demands, and any other instruments served pursuant to DGCL and received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld)Purchaser, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, shares of Company Common Capital Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing exercised and who shall have demanded properly in writing perfected appraisal rights for such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of DGCL, as applicable, (collectively, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights “Dissenting Shares”) shall not be converted into, and into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall have no right be entitled to receivereceive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL, the Per Share Merger Consideration as applicable, unless and until such stockholder fails stockholders fail to perfect or withdraws effectively withdraw or otherwise loses his, her or its right to lose their appraisal and payment rights under the DGCL. All Dissenting Shares held by any stockholder of the Company stockholders who fails shall have failed to perfect or who shall have effectively withdraws withdrawn or otherwise loses his, her or its dissenters’ rights lost their right to appraisal of such shares of Company Common Capital Stock under the DGCL Section 262(whether occurring before, at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the applicable Per Share right to receive the Merger Consideration, without any interest thereoninterest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 1.5 and 1.8. (b) Prior to the Closing, the The Company shall give Parent (i) prompt written notice of any demands for appraisal by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company and any withdrawals of in connection with such demands, and (ii) the opportunity Company shall have the right to participate in direct all negotiations and proceedings with respect to demands for appraisal under such demands; provided that Parent shall have the DGCLright to participate in such negotiations and proceedings. The Company shall not, except with the Parent’s prior written consent of Parent (which consent shall consent, not to be unreasonably withheld), delayed or conditioned, make any voluntary payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, Any shares of Company Benelytics Stock held by shareholders of Benelytics who properly exercise and perfect the dissenters' appraisal rights set forth in Chapter 13 of the GCL ("Dissenting Shares") shall not be converted into the right to receive InsWeb Common Stock that are outstanding immediately prior but shall instead be converted into the right to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for receive such Company Common Stock in accordance consideration as may be determined to be due with Section 262 of the DGCL and otherwise complied with all of respect to such Dissenting Shares pursuant to the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCLGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (b) Prior to the Closing, the Company Benelytics shall give Parent (i) InsWeb prompt notice of any demands demand received by Benelytics for appraisal received by the Company and any withdrawals of such demandsBenelytics Stock, and (ii) InsWeb shall have the opportunity right to participate in control all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demand. The Company shall notBenelytics agrees that, except with the prior written consent of Parent (which consent shall InsWeb or as required under the GCL, it will not be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demandsdemand for appraisal. Each holder of Dissenting Shares (a "Dissenting Shareholder") who, pursuant to the provisions of the GCL, becomes entitled to payment of the value of shares of Benelytics Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to the provisions of the GCL). In the event that any holder of shares of Benelytics Stock fails to make an effective demand for payment or otherwise loses his or her status as a Dissenting Shareholder, InsWeb shall, as of the later of the Effective Time or the occurrence of such event, issue and deliver, upon surrender by such Dissenting Shareholder of its Certificate or Certificates, the shares of InsWeb Common Stock, without interest thereon, to which such Dissenting Shareholder would have been entitled to under Section Section 2.1 and the Merger Agreement (less such Dissenting Shareholder's pro rata portion of the Escrow Shares).

Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrary contained in this Agreement, any Company Shares that constitute Appraisal Shares shall not be converted into or represent the right to receive payment in accordance with Section 2.6, shall no longer be outstanding and shall be automatically cancelled and cease to exist, and each holder of Appraisal Shares (a “Dissenting Stockholder”) shall be entitled only to such rights with respect to such Appraisal Shares as may be granted to such holder pursuant to Section 262 of the extent available DGCL. From and after the Effective Time, no Dissenting Stockholder shall have, or be entitled to exercise, any of the voting rights or other rights of a stockholder of the Surviving Corporation. If any Dissenting Stockholder shall fail to perfect or shall otherwise lose such holder’s right of appraisal under Section 262 of the DGCL, shares then (i) any right of such Dissenting Stockholder to require the Surviving Corporation to purchase such Appraisal Shares for cash shall be extinguished, and (ii) such Appraisal Shares shall automatically be converted into, and shall represent only the right to receive (subject to compliance with Section 2.8), payment for such Appraisal Shares in accordance with Section 2.6. (b) The Company Common Stock that are outstanding immediately prior to the Effective Time and that are held (i) shall give Parent prompt written notice of any demand by stockholders any stockholder of the Company who shall have neither voted in favor for appraisal of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such stockholder’s Company Common Stock in accordance with Shares pursuant to Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under DGCL Section 262, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the applicable Per Share Merger Consideration, without any interest thereon. (bii) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal appraisal, settle or offer to settle or settle any such demandsdemands for appraisal, or approve any withdrawal of any such demands for appraisal, in each case, without the consent of Parent. (c) For purposes of this Agreement, “Appraisal Shares” shall refer to any Company Shares outstanding immediately prior to the Effective Time that are held by any Person who is entitled to appraisal rights under, and has preserved his, her or its appraisal rights under, Section 262 of the DGCL with respect to such Company Shares.