Common use of Appraisal Rights Clause in Contracts

Appraisal Rights. Subject to the last sentence of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding anything to the last sentence contrary contained in this Agreement, any shares of this Section 4.2(g)Company Common Stock that constitute Appraisal Shares shall not be converted into the right to receive the Merger Consideration, no Dissenting Stockholder and each holder of Appraisal Shares shall be entitled only to receive the applicable Per Share Merger Consideration such consideration as may be determined to be due with respect to the Dissenting such Appraisal Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled pursuant to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and (it being understood and acknowledged that at from and after the Effective Time, such Dissenting Appraisal Shares shall no longer be outstanding, shall automatically be cancelled canceled and shall cease to exist, exist and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto other than the right to receive the consideration therefor as may be determined in accordance with Section 262 of the DGCL). If any holder of Appraisal Shares shall fail to timely perfect or shall otherwise waive, withdraw or lose such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, holder’s right to appraisal and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal payment under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under whether occurring before, at or after the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demandsEffective Time), or agree, authorize or commit to do any a court of the foregoing. If any Dissenting Stockholder competent jurisdiction shall have effectively withdrawn or otherwise waived or lost the determined that such holder is not entitled to such right to appraisal and payment under Section 262 of the DGCL, then (i) such shares shall on longer be deemed to be Appraisal Shares and the right of such holder to be paid such consideration as is determined to be due pursuant to Section 262 of the DGCL with respect to any Dissenting Sharesshall cease, and (ii) such Dissenting Appraisal Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, Time into and have become exchangeable only for the right to receivereceive (upon the surrender of the Company Stock Certificate(s) previously representing such Appraisal Shares if applicable) the Merger Consideration, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVinterest.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares (the “Dissenting Shares”) of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Seller Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting Stockholderthe Seller Stockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”), (i) have not voted in favor of adopting this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with respect the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Stockholders”), will not be converted into the Merger Consideration, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to existexist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice ofhowever, and copies of, any written demands for appraisal received that all shares of Seller Common Stock held by the Company (Seller Stockholders who shall have failed to perfect or written threats thereof), any withdrawals who effectively shall have withdrawn or lost their rights to appraisal of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect shares of any demand for appraisal Seller Common Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest or duplicationinterest, in the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVmanner provided in Sections 3.1 and Section 3.2.

Appraisal Rights. Subject to the last sentence of this Section 4.2(g3.02(f), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant relating to the DGCL and received by the Company in respect Company’s stockholders’ demands of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been become Eligible Shares and thereupon converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Eligible Shares or Preferred Shares, as applicable, pursuant to this Article IVIII.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no a Dissenting Stockholder Share shall not be converted into the right to receive Merger Consideration, but instead such holder shall be entitled to receive payment of the applicable Per Share Merger Consideration fair value of such shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to DGCL, unless and until the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at fails to perfect or effectively withdraws or loses those rights. At the Effective Time, such each Dissenting Shares Share shall no longer be canceled and cease to exist or be outstanding, shall automatically be cancelled and shall cease to exist, and such each holder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, except the right to receive the fair value of the shares is accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, if a Dissenting Stockholder fails to perfect or effectively withdraws or otherwise forfeits the right to appraisal under Section 262, the right of such Dissenting SharesStockholder to be paid the fair value of such holder's Dissenting Shares shall cease to exist and such Dissenting Stockholder's Dissenting Shares shall be deemed to have converted into and represent for all purposes only the right to receive the Merger Consideration payable upon surrender of the Company Stock Certificate representing those shares pursuant to Section 2.5(b). The Company shall give Parent (i) reasonably prompt notice of any written notice of, and copies ofdemand for appraisal of any Company Shares, any written demands for appraisal received by the Company (or written threats thereof)attempted withdrawal of any such demand, any withdrawals of such demands and any other documents and instruments instrument served on the Company pursuant to the DGCL and received by the Company in respect relating to rights of any demand for appraisal under the DGCL and (ii) a reasonable the opportunity to participate in and direct consult with respect to all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, not voluntarily make any payment in respect of, or deposit with respect to any demands for appraisals, settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demandsdemand for appraisal without Parent's prior written consent, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder which shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall not be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVunreasonably withheld.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 4.2(gthe Merger (the "Dissenting Shares"), no which stockholders comply with all of the relevant provisions of Delaware Law (the "Dissenting Stockholder Stockholders"), shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Merger Consideration with respect Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Company Common Stock shall thereupon be converted into and become exchangeable for the Dissenting Shares owned by such Dissenting Stockholderright to receive, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (ia) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the of any Company (or written threats thereof)Common Stock, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL Delaware Law and received by the Company relating to stockholders' rights of appraisal, and (b) the opportunity to direct, in its reasonable business judgment, all negotiations and proceedings with respect of any demand to demands for appraisal under Delaware Law. Neither the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under Company nor the DGCL. The Company shall notSurviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Company Common Stock held by such Dissenting Shares Shareholder shall thereupon be deemed to have treated as though such Company Common Stock had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 1.6.1.

Appraisal Rights. Subject to the last sentence of this Section 4.2(g4.2(f), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant relating to the DGCL and received by holders of Shares’ demands of appraisal. Parent shall have the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been become Eligible Shares and thereupon converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this contrary, Dissenting Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 4.2(g4.1(a), no but rather, the holders of Dissenting Stockholder Shares shall be entitled only to receive payment of the applicable Per Share Merger Consideration with respect to the appraisal value of such Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only in accordance with the payment provided by provisions of Section 262 of the DGCL less any applicable Taxes required to be withheld in accordance with Section 4.2(e) with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that payment (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holders shall cease to have any other rights right with respect thereto, except the right to receive the appraisal value of such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by Shares in accordance with the Company (or written threats thereof), any withdrawals provisions of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect Section 262 of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not); provided, except with the prior written consent of Parentthat, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle if any such demands or approve any withdrawal of any such demands, or agree, authorize or commit holder shall fail to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn perfect or otherwise waived shall waive, withdraw or lost lose the right to appraisal under Section 262 of the DGCL with respect DGCL, then the right of such holder to any be paid the fair value of such holder’s Dissenting Shares, Shares shall cease and such Dissenting 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 (without interest thereon) as provided in Section 4.1(a). The Company shall notify Parent as promptly as reasonably practicable of any written demands received by the Company for payment of the fair value of any Common Shares and shall provide Parent a reasonable opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by Applicable Law, the right to receiveCompany shall not, without interest the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or duplicationdelayed), the applicable Per Share Merger Consideration make any payment with respect to, or settle or offer to settle, any such Common Shares demands, waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or Preferred Shares, as applicable, pursuant agree to this Article IVdo any of the foregoing.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of this the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 4.2(g17-6712 of the KGCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), no Dissenting Stockholder but instead such stockholder shall be entitled to receive payment of the applicable Per Share Merger Consideration with respect to the appraised value of such Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only in accordance with the payment provided by provisions of Section 262 17-6712 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder KGCC (and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by Shares in accordance with the Company (or written threats thereofprovisions of Section 17-6712 of the KGCC), any withdrawals of unless and until such demands and any other documents and instruments served pursuant holder shall have failed to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment perfect or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost rights to appraisal under the right under Section 262 KGCC. If any holder of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such 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 Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisal, and (b) the right to receive, without interest or duplication, the applicable Per Share Merger Consideration direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such Common Shares demands for appraisal, or Preferred Shares, as applicable, pursuant settle or offer to this Article IV.settle any such demand for appraisal without the prior written consent of Parent

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares (the “Dissenting Shares”) of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Company Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting Stockholderthe Company Stockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”), (i) have not voted in favor of adopting this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with respect the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Stockholders”), will not be converted into the Merger Consideration, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to exist, exist and such each holder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, other than such rights to be paid the fair value of such Dissenting Shares. The Shares provided under the Appraisal Rights Provisions; provided, however, that all shares of Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received Common Stock held by the Company (Stockholders who shall have failed to perfect or written threats thereof), any withdrawals who effectively shall have withdrawn or lost their rights to appraisal of such demands and any other documents and instruments served pursuant to the DGCL and received by the shares of Company in respect of any demand for appraisal Common Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest interest, in the manner provided in Section 2.1 and Section 2.2. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or duplication, be entitled to the applicable Per Share Merger Consideration with respect payment of dividends or other distributions (except dividends or other distributions payable to such Common Shares or Preferred Shares, as applicable, pursuant stockholders of record prior to this Article IVthe Effective Time).

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive Company Common Stock that are held by any record holder who has not voted in favor of the applicable Per Share Merger Consideration or consented thereto in writing and who has demanded appraisal rights in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration from the Surviving Corporation as may be determined to be due in respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, of such Dissenting Shares pursuant to the DGCL; provided, however, that any holder of Dissenting Shares who shall no longer be outstanding, have failed to perfect or shall automatically be cancelled and shall cease have withdrawn or lost his rights to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to appraisal of such Dissenting Shares. The Company , in each case under and to the extent provided in the DGCL, shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for forfeit the right to appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, and such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration without interest. Notwithstanding anything to the contrary contained in this Section 2.10, if the Merger is rescinded or abandoned, then the right of any stockholder to be paid the fair value of such stockholder’s Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the DGCL with respect to such Common Shares or Preferred holders of Dissenting Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares (“Appraisal Shares”) of this Section 4.2(g), no Dissenting Stockholder shall be Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting demand and properly demands appraisal of such Appraisal Shares owned by such Dissenting Stockholderpursuant to, but insteadand who complies in all respects with, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to (“Section 262”) shall not be converted into the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Merger Consideration as provided in Section 2.08(c), but instead, at the Effective Time, such Dissenting the Appraisal Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder the holders of Appraisal Shares shall cease to have any other rights with respect thereto except the right to payment of the fair value of such Appraisal Shares in accordance with Section 262; provided that if any such holder shall fail to perfect the right to appraisal under Section 262 with respect to such Dissenting Appraisal Shares or withdraw in accordance with Section 262 its demand for appraisal under Section 262 with respect to such Appraisal Shares, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall 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 provided in Section 2.08(c), without interest. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, to Parent of any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect for appraisal of any demand for appraisal under shares of Company Common Stock, and Parent shall have the DGCL and (ii) a reasonable opportunity right to participate in in, and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Offer Closing Time, Parent shall not, except with the prior written consent of Parentthe Company, voluntarily require the Company to make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of this Section 4.2(g), no Dissenting Stockholder shall be the Merger (or consent thereto in writing) and who is entitled to receive demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder provisions of Section 262 of the DGCL (and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 2.7, without any interest thereon. The Company shall give Parent (i) reasonably give Parent prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in relating to stockholders’ rights of appraisal, (ii) give Parent the right to make the final determination with respect of any demand to all negotiations and proceedings related to demands for appraisal under the DGCL and (iiiii) not waive any failure by a reasonable opportunity stockholder of the Company to participate in and direct all negotiations and Proceedings comply with respect the requirements of DGCL Section 262 to any perfect or demand for appraisal under the DGCLappraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any demand for payment. Any portion of the foregoing. If any Dissenting Stockholder shall Merger Consideration made available to the Paying Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares been perfected shall be deemed returned to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVParent upon demand.

Appraisal Rights. Subject (a) Notwithstanding anything in any other section of this Agreement to the last sentence contrary, shares of this Section 4.2(g)Company Common Stock, no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect outstanding immediately prior to the Dissenting Shares owned Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by shares in accordance with Section 262 of the DGCL with respect (the “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Dissenting Shares owned by Merger Consideration, unless such Dissenting Stockholder and it being understood and acknowledged that at holder fails to perfect or withdraws or otherwise loses his right to appraisal. At the Effective Time, such all Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such each holder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, except the right to receive payment of the appraised value of such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received Shares held by them in accordance with the Company (or written threats thereof), any withdrawals provisions of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect Section 262 of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall notNotwithstanding the foregoing, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle if any such demands or approve any withdrawal of any such demands, or agree, authorize or commit holder shall fail to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn perfect or otherwise waived shall waive, withdraw or lost lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to receive payment of the appraised value of such Dissenting Shares held by them in accordance with respect to any Dissenting Shares, the provisions of Section 262 of the DGCL shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receivereceive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.02, of the Certificate or duplication, the applicable Per Share Merger Consideration with respect to Certificates that formerly evidenced such Common Shares or Preferred Dissenting Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has delivered a written demand for appraisal of such shares in accordance with Section 0-000-000 et seq. of the CBCA, if such sections provide for appraisal rights for such shares of Company Common Stock in the Merger ("Dissenting Shares"), shall not be converted as provided in Section 1.5 of this Section 4.2(g)Agreement, no Dissenting Stockholder shall be entitled unless and until such holder fails to receive perfect or effectively withdraws or loses his right to appraisal and payment under the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting StockholderCBCA. If, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his right to appraisal, such Dissenting Shares shall no longer thereupon be outstandingtreated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in Section 1.5 hereof, shall automatically be cancelled and shall cease to existtogether with any dividends or distributions payable thereon, and to which such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Sharesholder is entitled, without interest thereon. The Company shall give Parent (i) reasonably prompt written notice ofof any demands received by Company for appraisal of Company Common Stock, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant prior to the DGCL and received by Effective Time, Parent shall have the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under such demands. Prior to the DGCL. The Effective Time, Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands. Parent covenants and agrees that, or agree, authorize or commit in the event any cash payment is to do any be made following the Effective Time in respect of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares (as a result of a judgment, settlement or otherwise), Parent shall be deemed contribute to have been converted intothe capital of Surviving Corporation an amount sufficient to make such payment, and to have become exchangeable forno funds or other assets of Surviving Corporation shall, as of the Effective Timedirectly or indirectly, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to be used for such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVpurpose.

Appraisal Rights. Subject Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by a stockholder (a “Dissenting Stockholder”) who is entitled to demand, and who properly demands, appraisal of such shares pursuant to, and who complies in all respects with, Section 4.2(g), no 262 of the DGCL shall not be converted into the right to receive the Merger Consideration. No Dissenting Stockholder shall be entitled to receive the applicable Per Share any Merger Consideration with in respect to the of such Dissenting Shares owned by unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to seek appraisal of its Dissenting StockholderShares under the DGCL, but instead, each and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder and it being understood and acknowledged that at shall have failed properly to perfect or shall have effectively withdrawn or lost the Effective Timeright to seek appraisal with respect to any Dissenting Shares, such Dissenting Shares shall no longer thereupon be outstanding, shall automatically be cancelled and shall cease to exist, and treated as though such Dissenting Stockholder shall cease Shares had been converted into the Merger Consideration pursuant to have any other rights with respect to such Dissenting SharesSection 1.14. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)appraisal, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and applicable Law received by the Company in respect relating to stockholders’ rights of any demand for appraisal under the DGCL and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to ----------------- the contrary, shares ("Appraisal Shares") of Company Common Stock and Series A ---------------- Preferred that are outstanding immediately prior to the last sentence of this Section 4.2(g), no Dissenting Stockholder shall be Effective Time and that are held by persons who are entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting demand and properly demand appraisal of such Appraisal Shares owned by such Dissenting Stockholderpursuant to, but insteadand who comply in all respects with, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL ("Section 262") shall not (i) be converted into ----------- the Merger Consideration as provided in Section 2.01(c), in the case of such shares of the Company Common Stock, or (ii) remain outstanding, in the case of such shares of the Series A Preferred, but rather the holders of Appraisal Shares shall be entitled to payment of the fair market value of such Appraisal Shares in accordance with respect Section 262; provided, however, that if any holder of -------- ------- Appraisal Shares shall fail to perfect or otherwise shall waive, withdraw or lose the Dissenting right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares owned by shall cease and such Dissenting Stockholder and it being understood and acknowledged that at Appraisal Shares shall be treated as if they had been converted as of the Effective TimeTime into the Merger Consideration, such Dissenting Shares as provided in Section 2.01(c) in the case of the Company Common Stock, and shall no longer be remain outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Sharesas provided in Section 2.01(d) in the case of the Series A Preferred. The Company shall give serve prompt notice to Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect for appraisal of any demand for appraisal under shares of Company Common Stock, and Parent shall have the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect contrary and to the Dissenting extent available under the DGCL, Company Shares owned 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 Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Company Shares in accordance with Section 262 of the DGCL and otherwise complied with respect all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares Shares”) shall no longer not be outstanding, shall automatically be cancelled and shall cease to existconverted into, and such Dissenting Stockholder stockholders shall cease have no right to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies ofreceive, any written demands for of the Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal payment under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any Any stockholder of the foregoing. If any Dissenting Stockholder shall have Company who fails to perfect or who effectively withdrawn withdraws or otherwise waived losses his, her or lost the right its rights to appraisal of such Company Shares under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receivereceive the Merger Consideration, without any interest thereon, upon (i) surrender of a Certificate (or duplicationaffidavit of loss in lieu thereof in the form required by the Letter of Transmittal), together with the applicable Per Share Merger Consideration delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Company or (ii) delivery of an “agent’s message” in the case of Company Common Stock held in book-entry form, together with respect the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVthe Company.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who has not voted in favor of the Merger or consented thereto and properly exercises and perfects appraisal rights in respect of such shares pursuant to, and in accordance with, the provisions of Section 4.2(g262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration payable pursuant to Section 3.1(b)(i), no Dissenting Stockholder but instead at the Effective Time shall be entitled to receive only those rights as are granted by Section 262 of the applicable Per Share Merger Consideration with respect DGCL, and at the Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist. If any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment relief provided by Section 262 of the DGCL with respect DGCL, then such shares of Company Common Stock shall thereupon cease to the Dissenting constitute Appraisal Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereafter be deemed to have been converted into, into and to have become exchangeable forbecome, as of the Effective Time, the right to receive, without interest or duplicationthereon, the applicable Per Share Merger Consideration Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVdemands for appraisal under the DGCL.

Appraisal Rights. Subject to the last sentence of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of -24- the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be any Shares that are issued and outstanding immediately prior to the Effective Time and are held by a shareholder who is entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to existexercise, and such Dissenting Stockholder shall cease to have any other properly exercises, dissenters’ rights with respect to such Shares (each, a “Dissenting Shareholder”) pursuant to, and who complies in all respects with, the provisions of the GBCC (collectively, the “Dissenting Shares”) will not be converted into the right to receive the Merger Consideration 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 Dissenting Shares except for the right to receive payment of the 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 Dissenting Shareholder who will have failed to perfect or who otherwise will have withdrawn, in accordance with the GBCC, or lost such Dissenting Shareholder’s rights to demand payment in respect of such Dissenting Shares under the GBCC, will thereupon be deemed to have been converted into the right to receive, 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 shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall will not, except with the prior written consent of Parent, voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or deposit settle or make a binding offer to settle with, any Dissenting Shareholder regarding its exercise of dissenters’ rights prior to the Effective Time. The Company will give Parent notice of any such demands prior to the Effective Time, and Parent will have the right to participate in all negotiations and proceedings with respect to any demands for appraisals, offer to settle or settle exercise by any such demands or approve any withdrawal shareholder of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVdissenters’ rights.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by stockholders of this the Company who did not vote in favor of the Merger and who comply with all of the relevant provisions of Section 4.2(g), no 23B.13.230 of the WBCA (the "Dissenting Stockholder Stockholders") shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Merger Consideration with respect Consideration, unless and until such stockholders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting SharesWBCA. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Merger Consideration, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL WBCA and received by the Company in relating to stockholders' rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect of any demand to demands for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under WBCA. Neither the DGCL. The Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 to dissent, then (i) as of the DGCL with respect to any Dissenting Sharesoccurrence of such event, such Dissenting holder's Company Shares shall be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, represent the right to receivereceive the Parent Shares issuable pursuant to Section 4.1, without interest or duplicationand (ii) promptly following the occurrence of such event, Parent shall deliver to the applicable Per Share Exchange Agent the Merger Consideration with respect to which such Common Shares or Preferred Shares, as applicable, holder is entitled pursuant to this Article IVSection 4.1.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares and Series D-1 Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of this the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 4.2(g262 of the DGCL (each, a “Dissenting Stockholder”), no shall not be converted into or be exchangeable for the right to receive the Merger Consideration therefor (the “Dissenting Shares”), but instead such Dissenting Stockholder shall be entitled to receive payment of the applicable Per Share Merger Consideration with respect to the fair value of such Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only in accordance with the payment provided by provisions of Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder (and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Dissenting Stockholder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share or Series D-1 Share, in accordance with Section 2.7(c), without any interest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (of any Shares or written threats thereof)Series D-1 Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders’ rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentParent or as otherwise required by an order, voluntarily decree, ruling or injunction of a court of competent jurisdiction, make any payment or deposit with respect to any demands for appraisalsto, or settle or compromise or offer to settle or settle compromise, any such demands or approve any withdrawal of any such demandsdemand, or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding Section 1.7 (Effect on Capital Stock), shares of New JPI Common Stock that are issued and outstanding immediately prior to the last sentence of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Effective Time and held by a holder who has not consented to the Dissenting Shares owned by Merger and who has demanded appraisal for such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by shares of New JPI Common Stock in accordance with Section 262 of the DGCL with respect (the “Dissenting New JPI Shares”) shall not be converted into the right to receive the Dissenting Shares owned by Merger Consideration and the holder thereof shall be entitled to appraisal rights, unless such Dissenting Stockholder and it being understood and acknowledged that at holder fails to perfect, withdraws or loses the right to appraisal. If, after the Effective Time, such holder fails to perfect, withdraws or loses the right to appraisal, such Dissenting New JPI Shares shall no longer be outstanding, treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration. JPI and New JPI shall automatically be cancelled and shall cease to existgive CME prompt notice of any written demands received by JPI or New JPI for appraisal of shares of New JPI Common Stock, and such Dissenting Stockholder CME shall cease have the right to have any other rights direct all negotiations and proceedings with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice ofdemands, and copies ofsubject, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant prior to the DGCL Effective Time, to consultation with JPI and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCLNew JPI. The Company shall not, except Except with the prior written consent of ParentCME, voluntarily JPI or New JPI shall not make any payment or deposit with respect to any demands for appraisalsto, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any . Following the receipt of the foregoing. If any Dissenting Stockholder Consent, no right to fair value or appraisal, dissenters’ or similar rights shall have effectively withdrawn or otherwise waived or lost be available to the right under Section 262 of the DGCL Signing Stockholders with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVTransactions.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Seller Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting StockholderSeller Stockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL with respect (the ‘‘Appraisal Rights Provisions’’) (i) have not voted in favor of adopting and approving this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, and (iii) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (collectively, the ‘‘Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Shares’’), will not be converted as described in Section 3.1, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to existexist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, and such Dissenting Stockholder however, that all shares of Seller Common Stock held by Seller Stockholders who shall cease have failed to perfect or who effectively shall have any other withdrawn or lost their rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect shares of any demand for appraisal Seller Common Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, canceled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest or duplicationinterest, in the applicable Per Share Merger Consideration manner provided in Section 3.1. Persons who have perfected statutory rights with respect to Dissenting Shares (the ‘‘Dissenting Stockholders’’) as described above will not be paid as provided in this Agreement and will have only such rights as are provided by the Appraisal Rights Provisions with respect to such Common Shares or Preferred Dissenting Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting Stockholderthe Minority Holders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”), (i) have not voted in favor of adopting this Agreement or consented thereto in writing, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with respect the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Stockholders”), will not be converted into the Merger Consideration, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to exist, exist and each holder of such shares (the “Dissenting Stockholder Shares”) shall cease to have any other rights with respect thereto, other than such rights to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by be paid the Company (or written threats thereof), any withdrawals fair value of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares provided under the Appraisal Rights Provisions; provided, however, that all shares of Common Stock held by the stockholders of the Company who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest interest, upon surrender of the Certificate or duplicationCertificates that formerly evidenced such shares of Common Stock or, in the applicable Per Share Merger Consideration case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, in each case in accordance with Section 3.04. From and after the Effective Time, holders of Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions with respect to such Common Shares the Company, the Surviving Corporation or Preferred Shares, as applicable, pursuant Parent (except dividends or other distributions payable to this Article IVstockholders of record of the Company prior to the Effective Time).

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence of this contrary, Dissenting Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 4.2(g1.5(a)(i), no but rather, the holders of Dissenting Stockholder Shares shall be entitled only to receive payment of the applicable Per Share Merger Consideration with respect to the appraisal value of such Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only in accordance with the payment provided by provisions of Section 262 of the DGCL less any applicable Taxes required to be withheld in accordance with Section 1.9 with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that payment (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holders shall cease to have any other rights right with respect thereto, except the right to receive the appraisal value of such Dissenting Shares. The Company Shares in accordance with the provisions of Section 262 of the DGCL); provided, that, if any such holder of Dissenting Shares shall give Parent (i) reasonably prompt written notice offail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands payment under and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate extent set forth in and direct all negotiations and Proceedings in accordance with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect (whether occurring before, at or after the Effective Time), then the right of such holder to any be paid the fair value of such holder’s Dissenting Shares, Shares shall cease and such Dissenting 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, the right to receive, receive the Merger Consideration (without interest or duplicationthereon) as provided in Section 1.5(a)(i), the applicable Per Share Merger Consideration with respect and such shares shall not be deemed to such Common Shares or Preferred be Dissenting Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding any other provision of this Agreement to the last sentence contrary, shares of this Section 4.2(g)Citadel Common Stock issued and outstanding immediately prior to the Effective Time and which are held by shareholders who object to the Merger and comply with all of the relevant provisions of the DGCL ("Dissenting Shares") shall not be converted into or represent a right to receive XxxxXxxx Common Stock hereunder or pursuant to the Articles of Merger at or after the Effective Time, no Dissenting Stockholder but instead shall be entitled to receive payment of the applicable Per Share Merger Consideration appraised value of such shares in accordance with respect the provisions of the DGCL, unless and until the holder thereof shall have failed to perfect, or shall have effectively withdrawn or lost, such rights to appraisal and payment under the DGCL. If a holder of Dissenting Shares shall have so failed to perfect or shall have effectively withdrawn or lost such right to appraisal and payment, then as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall be converted into and solely represent the right to receive shares of XxxxXxxx Common Stock, as provided herein. Citadel shall give XxxxXxxx prompt notice upon receipt by Citadel of any written objection to the plan of merger set forth herein (any shareholder duly making such objection being hereinafter called a "Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled Shareholder"). Citadel agrees that prior to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall it will not, except with without the prior written consent of ParentXxxxXxxx, voluntarily make or agree to make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVobjection.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(g)Company Common Stock, no Dissenting Stockholder if any, as to which the holder (or, in the case of a beneficial owner making a demand in its own name) thereof shall be entitled to receive have (i) properly demanded appraisal and otherwise complied with the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (“Section 262”) and (ii) not effectively withdrawn or lost such holder’s (or such beneficial owner’s) rights to appraisal (each, a “Dissenting Share”), shall not be converted into the right to receive the Merger Consideration pursuant to Section 2.1 and Section 2.2, but instead at the Effective Time shall become entitled only to payment of the fair value of such shares of Company Common Stock determined in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder and Section 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder holder (or beneficial owner, as applicable) shall cease to have any other rights with respect thereto other than the right to receive the fair value of such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice ofShares as determined in accordance with Section 262); provided, and copies ofhowever, that if any written demands for appraisal received by the Company such holder (or written threats thereof)beneficial owner, any withdrawals as applicable) shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal Dissenting Shares under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall notSection 262, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost then the right under Section 262 of such holder (or beneficial owner, as applicable) to be paid the DGCL with respect to any fair value of such holder’s (or such beneficial owner’s) Dissenting Shares, Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.1 and Section 2.2.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Shares (the "Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Shares") that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and which are held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only stock holders who did not vote in favor of the payment provided by Merger and who comply with all of the relevant provisions of Section 262 of the DGCL with respect (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively with drawn or lost such right, such holder's Shares shall thereupon be converted into and it being understood and acknowledged that at become exchangeable for the right to receive, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.1(c).

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 4.2(g262 of the DGCL (the “Dissenting Stockholders”), no shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Stockholder Shares”), but instead such holder shall be entitled to receive the applicable Per Share Merger Consideration with respect such consideration as may be determined to the Dissenting Shares owned by be due to such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled pursuant to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder (and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such Dissenting Sharesright, such holder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such share of Company Common Stock, in accordance with Section 2.1, without any interest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the of any shares of Company (or written threats thereof)Common Stock, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders’ rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct control all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting Stockholderthe stockholders of the Company who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”), (i) have not voted in favor of adopting this Agreement or consented thereto in writing, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with respect the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Stockholders”), will not be converted into the Merger Consideration, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to exist, exist and each holder of such shares (the “Dissenting Stockholder Shares”) shall cease to have any other rights with respect thereto, other than such rights to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by be paid the Company (or written threats thereof), any withdrawals fair value of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares provided under the Appraisal Rights Provisions; provided, however, that all shares of Common Stock held by the stockholders of the Company who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest interest, upon surrender of the Certificate or duplicationCertificates that formerly evidenced such shares of Common Stock or, in the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred case of Book-Entry Shares, as applicableupon adherence to the procedures set forth in the letter of transmittal, pursuant in each case in accordance with Section 3.04. From and after the Effective Time, Dissenting Shares shall not be entitled to this Article IVvote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time).

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder Appraisal Shares shall not be entitled converted into or represent the right to receive the applicable Per Share Cash Merger Consideration in accordance with respect to the Dissenting Shares owned by such Dissenting StockholderSections 3.1(c) and 3.2, but instead, rather each Dissenting Stockholder of the Appraisal Shares shall be entitled represent only the right to receive only the payment provided by Section 262 of the DGCL appraised value of such Appraisal Shares in accordance with respect 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 Dissenting DGCL, or (b) otherwise shall waive, withdraw or lose the right to appraisal under the DGCL, then such Appraisal Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at shall thereupon be deemed to have been converted as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to existTime into, and such Dissenting Stockholder shall cease to have become exchangeable solely for, the right to receive Cash Merger Consideration otherwise payable in accordance with Sections 3.1(c) and 3.2, without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (ia) reasonably prompt written notice of, and copies of, of any written demands demand for appraisal received by the Company (or written threats thereof)Company, the withdrawal of any withdrawals of such demands demand, and any other documents and instruments notice or instrument delivered or served relating to appraisal or dissenters’ rights pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL DGCL, and (iib) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, voluntarily conditioned or delayed), (a) make any payment or deposit with respect to any demands demand for appraisalsappraisal, (b) offer to settle or settle any such demands or approve demand for appraisal, (c) waive any withdrawal of any such demandsfailure to timely deliver a written demand for appraisal in accordance with the DGCL, or agree, authorize or commit (d) agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be entitled to receive Shares (the applicable Per Share Merger Consideration with respect "DISSENTING SHARES") that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and which are held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only stockholders who did not vote in favor of the payment provided by Merger and who comply with all of the relevant provisions of Section 262 of the DGCL with respect (the "DISSENTING STOCKHOLDERS") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and it being understood and acknowledged that at become exchangeable for the right to receive, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 3.1(c).

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any Shares ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders of the Company who have timely filed with the Company, before the taking of the vote of the stockholders of the Company to approve this Agreement, written objections to such approval stating their intention to demand payment for such Shares, and who have not voted such Shares in favor of the adoption of this Agreement will not be converted as described in Section 4.2(g)2.6 hereof, no Dissenting Stockholder shall be entitled but will thereafter constitute only the right to receive payment of the fair value of such Shares in accordance with the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 provisions of the DGCL with respect MBCL (the "Appraisal Rights Provisions"); provided, however, that all Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under the Dissenting Shares owned by such Dissenting Stockholder Appraisal Rights Provisions shall thereupon be deemed to have been canceled and it being understood retired and acknowledged that at to have been converted, as of the Effective Time, such into the right to receive the Merger Consideration, without interest, in the manner provided in Section 2.6 hereof. Persons who have perfected statutory rights with respect to Dissenting Shares shall no longer as aforesaid will not be outstanding, shall automatically be cancelled paid by the Surviving Corporation as provided in this Agreement and shall cease to exist, and will have only such Dissenting Stockholder shall cease to have any other rights as are provided by the Appraisal Rights Provisions with respect to such Dissenting Shares. The Company shall give Notwithstanding anything in this Agreement to the contrary, if Parent (i) reasonably prompt written notice or Acquisition Sub abandons or is finally enjoined or prevented from carrying out, or the stockholders rescind their adoption of, and copies ofthis Agreement, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of each holder of Dissenting Shares to receive the DGCL with respect to any Dissenting Shares, fair value of such Dissenting Shares shall be deemed to have been converted intoin accordance with the Appraisal Rights Provisions will terminate, and to have become exchangeable for, effective as of the Effective Timetime of such abandonment, the right to receiveinjunction, without interest prevention or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVrescission.

Appraisal Rights. Subject to the last sentence No holder of this Section 4.2(g), no Dissenting Stockholder Shares (a "Dissenting Stockholder") shall be entitled to receive the applicable Per Share any Merger Consideration with or dividends or other distributions pursuant to Section 2.3 in respect to the of such Dissenting Shares owned by unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder's right to seek appraisal of its Dissenting StockholderShares under the DGCL, but instead, each and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder and it being understood and acknowledged that at shall have failed properly to perfect or shall have effectively withdrawn or lost the Effective Timeright to seek appraisal with respect to any Dissenting Shares, such Dissenting Shares shall no longer thereupon be outstanding, shall automatically be cancelled and shall cease to exist, and treated as though such Dissenting Stockholder shall cease Shares had been converted into the Merger Consideration pursuant to have any other rights with respect to such Dissenting SharesSection 1.8. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company (or written threats thereof), any withdrawals relating to stockholders' rights of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Company Common Stock (the “Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Shares”) that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held of record by such Dissenting StockholderCompany Stockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”), (i) have not voted in favor of adopting this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with respect the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Stockholders”), will not be converted into the right to receive the Merger Consideration, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to exist, exist and such each holder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, except the right to receive only those rights provided under the Appraisal Rights Provisions; provided, however, that all shares or former shares of Company Common Stock held by such Dissenting Shares. The Company Stockholders who shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the shares or former shares of Company in respect of any demand for appraisal Common Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest or duplicationinterest, in the applicable Per Share Merger Consideration with respect manner provided in Sections 2.1(c) and subject to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.2 and Section 2.4.

Appraisal Rights. Subject None of the shares of Company Common Stock issued and outstanding immediately prior to the last sentence Effective Time, the holder of this which has neither voted in favor of the Merger or consented thereto in writing pursuant to Section 4.2(g), no Dissenting Stockholder shall be entitled 228 of the DGCL and who has demanded such holder’s right to receive the applicable Per Share Merger Consideration appraisal in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect (such shares, the “Dissenting Shares” and each, a “Dissenting Share”), and who has not effectively withdrawn or lost such holder’s rights to appraisal, shall be converted into the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at right to receive the Per Share Merger Consideration. At the Effective Time, such all Dissenting Shares shall no longer be outstanding, shall automatically be cancelled canceled and shall cease to existexist and shall represent the right to receive only those rights provided under the DGCL. If, and after the Effective Time, any holder of a Dissenting Share withdraws, loses or fails to perfect such holder’s rights to appraisal, such Dissenting Stockholder Share shall cease be treated as if it had been converted, as of the Effective Time, into the Per Share Merger Consideration. The holders of Dissenting Shares shall be entitled only to have any other those rights with respect to such Dissenting Sharesgranted under Section 262 of the DGCL. The Company shall give promptly notify Parent (i) reasonably prompt written notice of, and copies of, upon receipt of any written demands for appraisal received by under Section 262 of the Company (or written threats thereof), DGCL and any withdrawals of such demands and any other documents and instruments served pursuant to Parent shall have the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of this Section 4.2(g), no Dissenting Stockholder shall be the Merger (or consent thereto in writing) and who is entitled to receive demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to payment of the fair value of such Shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder provisions of Section 262 of the DGCL (and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 2.7, without any interest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders’ rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any demand for payment. Any portion of the foregoing. If any Dissenting Stockholder shall Merger Consideration made available to the Paying Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares been perfected shall be deemed returned to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVParent upon demand.

Appraisal Rights. Subject No Person who has perfected a demand for appraisal rights pursuant to Section 262 of the last sentence of this Section 4.2(g), no Dissenting Stockholder DGCL shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Class A Shares owned immediately prior to the Effective Time by such Dissenting Stockholder, but instead, each Person unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Class A Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at Stockholder. If, after the Effective Time, any such Dissenting Shares holder fails to perfect or effectively withdraws or loses such right, each Excluded Share of such holder shall no longer thereupon be outstanding, shall automatically be cancelled and shall cease treated as if it had been converted into the right to existreceive the applicable Per Share Merger Consideration, and the Surviving Corporation shall remain liable for payment of the applicable Per Share Merger Consideration for such Dissenting Stockholder Class A Shares; provided that such holder shall cease be deemed to have any other rights made a Cash Election with respect to such Dissenting Sharesthe Per Share Merger Consideration in accordance with Section 4.3(b) and in no event shall be subject to proration as set forth above. The Company shall give Parent Sponsor (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal appraisal, attempted withdrawals of such demands, and any other instruments that are received by the Company (or written threats thereof), any withdrawals relating to stockholders’ rights of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentSponsor, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 4.2(gthe Merger (the “Dissenting Shares”), no which stockholders comply with all of the relevant provisions of Delaware Law (the “Dissenting Stockholder Stockholders”), shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Merger Consideration with respect Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be converted into and become exchangeable for the Dissenting Shares owned by such Dissenting Stockholderright to receive, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent SWAT (ia) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL Delaware Law and received by the Company relating to stockholders’ rights of appraisal, and (b) the opportunity to direct, in its reasonable business judgment, all negotiations and proceedings with respect of any demand to demands for appraisal under Delaware Law. Neither the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under Company nor the DGCL. The Company shall notSurviving Corporation shall, except with the prior written consent of ParentSWAT, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.1.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be any Shares that are issued and outstanding immediately prior to the Effective Time and are held by a shareholder who is entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to existexercise, and such Dissenting Stockholder shall cease to have any other properly exercises, dissenters’ rights with respect to such Shares (each, a “Dissenting Shareholder”) pursuant to, and who complies in all respects with, the provisions of the GBCC (collectively, the “Dissenting Shares”) will not be converted into the right to receive the Merger Consideration 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 Dissenting Shares except for the right to receive payment of the 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 Dissenting Shareholder who will have failed to perfect or who otherwise will have withdrawn, in accordance with the GBCC, or lost such Dissenting Shareholder’s rights to demand payment in respect of such Dissenting Shares under the GBCC, will thereupon be deemed to have been converted into the right to receive, 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 shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall will not, except with the prior written consent of Parent, voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or deposit settle or make a binding offer to settle with, any Dissenting Shareholder regarding its exercise of dissenters’ rights prior to the Effective Time. The Company will give Parent notice of any such demands prior to the Effective Time, and Xxxxxx will have the right to participate in all negotiations and proceedings with respect to any demands for appraisals, offer to settle or settle exercise by any such demands or approve any withdrawal shareholder of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVdissenters’ rights.

Appraisal Rights. Subject (a) Shares of Company Capital Stock (other than Excluded Shares) that are issued and outstanding immediately prior to the last sentence Effective Time and which are held by holders who have not voted such shares in favor of this Agreement and who are entitled to appraisal rights and have properly exercised such rights in accordance with Part 13 of the MBCA (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration pursuant to Section 4.2(g)2.2, no Dissenting Stockholder and the holders thereof shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by only such Dissenting Stockholderrights as are granted by, but instead, each Dissenting Stockholder and shall be entitled only to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, payments for such Dissenting Shares in accordance with, Part 13 of the MBCA; provided, however, that if any such shareholder of the Company shall no longer be outstandingfail to perfect or shall effectively waive, withdraw or lose such shareholder’s rights under Part 13 of the MBCA or if a court of competent jurisdiction shall automatically be cancelled and otherwise determine that such shareholder is not entitled to the relief provided by Part 13 of the MBCA, such shareholder’s shares of Company Capital Stock shall thereupon cease to existbe Dissenting Shares (including for purposes of Section 2.2), and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted intoconverted, at the Effective Time into the right to receive the Merger Consideration (payable without any interest thereon) upon surrender of the Certificates or Book-Entry Shares formerly representing such shares of Company Capital Stock and to have become exchangeable forrelated documents, as of compensation for such cancellation. At the Effective Time, the right Dissenting Shares shall be automatically canceled and shall cease to receive, without interest or duplication, the applicable Per Share Merger Consideration exist and any holder of Dissenting Shares shall cease to have any rights with respect to such Common Shares or Preferred Sharesthereto, except the rights provided in Part 13 of the MBCA and as applicable, pursuant to this Article IVprovided in the previous sentence.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive Company Common Stock held by a holder thereof that (i) has not voted in favor of the applicable Per Share Company Merger Consideration with respect or consented to the Dissenting Shares owned by Company Merger in writing and (ii) has properly demanded the appraisal of such Dissenting Stockholdershares in accordance with, but insteadand has complied in all respects with, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect (and shall have not properly revoked such demand) prior to the Effective Time (collectively, the “Company Dissenting Shares owned Shares”) shall not be converted as described in Section 2.1(d), but will from and after the Effective Time constitute only the right to receive payment of the fair value of such shares of Company Common Stock in accordance with the provisions of Section 262 of the DGCL (the “Appraisal Rights Provisions”); provided, however, that all shares of Company Common Stock held by holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Stockholder shares of Company Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been canceled and it being understood and acknowledged that at to have been converted, as of the Effective Time, such Dissenting Shares shall no longer be outstandinginto the right to receive, shall automatically be cancelled and shall cease thereupon be deemed to existbe Eligible Shares the holder of which is entitled to receive, and such Dissenting Stockholder the Company Merger Consideration, without interest, in the manner provided in Section 2.1. The Company shall cease to have promptly notify Parent in writing of any other demands received by the Company for the exercise of appraisal rights with respect to such Dissenting Shares. The shares of Company shall give Parent (i) reasonably prompt written notice ofCommon Stock, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any all other documents and instruments served or actions taken pursuant to the DGCL and received by the Company in with respect of any demand for appraisal under to Appraisal Rights Provisions, and Parent shall have the DGCL right to direct and (ii) a reasonable opportunity to participate in and direct control all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Company Shares (the “Dissenting Shares”) that are issued and outstanding immediately prior to the Effective Time and are held by Company Stockholders who have not voted in favor of this Section 4.2(g)the Merger, no consented thereto in writing or otherwise contractually waived their rights to appraisal and who have complied with all of the relevant provisions of the ORC (the “Dissenting Stockholder Stockholders”) shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Sellers’ Merger Consideration with respect Consideration, unless and until such Company Stockholders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting SharesORC. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the of any Company (or written threats thereof)Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL ORC and received by the Company in relating to stockholders’ rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect of any demand to demands for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under ORC. Neither the DGCL. The Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 to dissent, then (i) as of the DGCL with respect to any Dissenting Sharesoccurrence of such event, such holder’s Dissenting Shares shall cease to be deemed to have been Dissenting Shares and shall be converted into, into and to have become exchangeable for, as of the Effective Time, represent the right to receive, without interest or duplication, receive the applicable Per Share Sellers’ Merger Consideration with respect to such Common Shares or Preferred Shares(adjusted as contemplated in Sections 3.01(b), as applicable, 3.01(c) and 3.04 hereof) issuable pursuant to this Article IVSection 3.02, and (ii) promptly following the occurrence of such event, Parent shall deposit into the Payment Fund the Merger Consideration (adjusted as contemplated in Sections 3.01(b), 3.01(c) and 3.04 hereof) to which such holder is entitled pursuant to Section 3.02.

Appraisal Rights. Subject Each share of Common Stock that is issued and outstanding immediately prior to the last sentence of this Section 4.2(g)Effective Time and is held by a Person who, no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect and Section 1313 of the CCC (if applicable), (i) has not voted in favor of the Merger or consented thereto in writing or executed an enforceable waiver of appraisal rights (whether before or after the date of this Agreement) and (ii) has properly demanded appraisal of such share of Common Stock, and not effectively withdrawn, lost or failed to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that perfect their rights to appraisal, will not, at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically converted into the right to receive any portion of the Stock Consideration and instead will be cancelled and retired and shall cease to existexist and shall represent only the right to receive payment from the Surviving Corporation with respect thereto as provided by the DGCL and the CCC (if applicable), unless and until the holder of any such share has failed to perfect or has effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL and the CCC (if applicable), in which case such share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate in accordance with ARTICLE I, without interest, in accordance with this Agreement, the Stock Consideration. From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time). Any shares of Common Stock for which appraisal rights have been properly exercised, and such Dissenting Stockholder shall cease not subsequently withdrawn, lost or failed to have any other rights be perfected, in each case, in accordance with respect this Section 1.09 and the DGCL and the CCC (if applicable), are referred to such in this Agreement as “Dissenting Shares. .” The Company shall will give Parent (i) reasonably Buyer prompt written notice of, and copies of, of any written demands for appraisal received by the Company, including any Stockholder’s notice of their intent to demand payment pursuant to the DGCL and the CCC (if applicable) that the Company (or written threats thereof)receives, any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and the CCC (if applicable) and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCLCompany. The Company shall not, except with the prior written consent of ParentBuyer, voluntarily make or agree to make any payment or deposit with respect to any demands for appraisalsappraisal of Common Stock, or settle or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding any provision of this Agreement to the last sentence contrary, any issued and outstanding shares of Company Preferred Stock or Company Common Stock held by persons who have exercised and perfected appraisal rights for such shares of Company Preferred Stock or Company Common Stock, as applicable, in accordance with applicable Law (“Dissenting Shares”) and as of the Effective Time have neither effectively withdrawn nor lost any right to such appraisal, shall not be converted into or represent a right to receive the Aggregate Merger Consideration payable under this Section 4.2(g), no Article II attributable to such Dissenting Stockholder Shares. Such stockholders shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL appraised value of such shares of Company Preferred Stock or Company Common Stock held by them in accordance with respect applicable Law, unless and until such stockholders fail to perfect, effectively withdraw or otherwise lose their appraisal rights under applicable Law. Notwithstanding the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at foregoing, if any dissenting stockholder shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then as of the Effective TimeTime or the occurrence of such event, whichever occurs later, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled converted into and shall cease represent only the right to existreceive the Aggregate Merger Consideration and any other amounts payable under this Article II, and without interest thereon, upon surrender of the Certificate or Certificates representing such Dissenting Stockholder shall cease to have any other rights Shares in accordance with respect to such Dissenting SharesSection 2.05. The Company shall give provide Parent (i) reasonably prompt written notice ofnotice, and copies ofpromptly after the Company’s receipt thereof, of any written demands for appraisal received by or payment of the fair value of any shares of Company (Preferred Stock or written threats thereof)Company Common Stock, any withdrawals as applicable, the withdrawal of such demands and any other documents and related instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVLaw.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by stockholders of this the Company who did not vote in favor of the Merger and who comply with all of the relevant provisions of Section 4.2(g), no 23B.13.230 of the WBCA (the “Dissenting Stockholder Stockholders”) shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Merger Consideration with respect Consideration, unless and until such stockholders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting SharesWBCA. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Merger Consideration, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL WBCA and received by the Company in relating to stockholders’ rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect of any demand to demands for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under WBCA. Neither the DGCL. The Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 to dissent, then (i) as of the DGCL with respect to any Dissenting Sharesoccurrence of such event, such Dissenting holder’s Company Shares shall be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, represent the right to receivereceive the Parent Shares issuable pursuant to Section 4.1, without interest or duplicationand (ii) promptly following the occurrence of such event, Parent shall deliver to the applicable Per Share Exchange Agent the Merger Consideration with respect to which such Common Shares or Preferred Shares, as applicable, holder is entitled pursuant to this Article IVSection 4.1.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this capital stock of the Company that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder (collectively, "Dissenting Stockholders") who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 4.2(g)262 of the DGCL (the "Dissenting Shares") shall not upon effectiveness of the Merger be converted into the right to receive the Merger Consideration to which such Dissenting Stockholder is otherwise entitled to receive hereunder, no but instead such Dissenting Stockholder shall be entitled to receive payment of the applicable Per Share Merger Consideration fair value of such shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder (and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's shares of capital stock of the Company shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the cash payment for each such share provided by Section 2.1(c) or (d), as the case may be, without any interest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by of any shares of capital stock of the Company (or written threats thereof)Company, any attempted withdrawals of such demands and any other instruments, notices of documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The In addition, the Company shall not waive any requirement under the DGCL for the perfection of such appraisal rights without the prior written approval of the Parent and the Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any demand for payment. Any portion of the foregoing. If any Dissenting Stockholder shall Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for shares of Company Stock for which appraisal rights have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares been perfected shall be deemed returned to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVParent upon demand.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by appraisal rights under Section 262 of the DGCL with respect to and have properly exercised and perfected their respective demands for appraisal of such Shares in the Dissenting Shares owned by such Dissenting Stockholder time and it being understood and acknowledged that at manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer be outstanding, shall automatically be cancelled cease to exist and shall cease be entitled to existonly such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Dissenting Stockholder Shares shall cease not be deemed to have any other rights with respect to such be Dissenting Shares. The Company shall give prompt notice to Parent (i) reasonably prompt written notice of, and copies of, Purchaser of any written demands for appraisal received by the Company (or written threats thereof)for appraisal of any Dissenting Shares, any withdrawals of such demands and any other documents and instruments served pursuant to Section 262 of the DGCL DGCL, in each case prior to the Effective Time. Parent and received by Purchaser shall have the Company in respect of any demand for appraisal under the DGCL right to direct and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands, and the DGCL. The Company shall not, except with without the prior written consent of ParentParent and Purchaser, voluntarily settle or offer to settle, or make any payment or deposit with respect to any demands for appraisalsto, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize agree or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject to the last sentence Any outstanding Company Shares held by a Company stockholder who has not voted in favor of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive Agreement or consented thereto in writing and who has complied with the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by requirements of Section 262 of the DGCL or Chapter 13 of the CGCL (such shares, “Dissenting Shares” and any holder of Dissenting Shares, a “Dissenting Stockholder”), shall not be converted into the right to receive the applicable portion of the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to the such Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL, as applicable. At the Effective Time, such the Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such the Dissenting Stockholder Stockholders shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by Shares in accordance with the Company (or written threats thereof), any withdrawals provisions of such demands and any other documents and instruments served pursuant to Section 262 of the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any Chapter 13 of the foregoingCGCL, as applicable. If any such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or otherwise waived lost rights to appraisal under the DGCL or lost CGCL, as applicable, or it is determined that such Dissenting Stockholder does not have appraisal rights, then at the later of the Effective Time and the occurrence of such event, such holder shall cease to be a Dissenting Stockholder and such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable solely for the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable forreceive, as of the Effective Time, the right to receiveapplicable portion of the Merger Consideration, without any interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVthereon.

Appraisal Rights. Subject (a) Notwithstanding any other provision of this Agreement to the last sentence contrary, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who (i) demand that the Company purchase such shares at their fair market value in accordance with Section 7-000-000 of the CBCA and (ii) do not otherwise fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the CBCA and have not effectively withdrawn, lost or failed to perfect such appraisal rights (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive a portion of the Merger Consideration. Such stockholders instead shall be solely entitled to receive payment from the Surviving Entity of the fair market value of such Dissenting Shares as agreed upon or determined in accordance with the provisions of Section 7-000-000 of the CBCA, unless and until the holder of any such Common Stock shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the CBCA, in which case such Common Stock shall thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Common Stock Certificate in accordance with Section 2.05, without interest, in accordance with this Section 4.2(g)Agreement, the Merger Consideration applicable thereto. From and after the Effective Time, no Dissenting Stockholder stockholder who has demanded appraisal rights shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholdervote his, but instead, each Dissenting Stockholder shall be entitled her or its shares of Common Stock for any purpose or to receive only the payment provided by Section 262 of the DGCL with respect dividends or other distributions on his, her or its shares (except dividends or other distributions payable to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that stockholders of record at a date prior to the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares). The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)Company, any attempted withdrawals of such demands and any other documents and instruments served pursuant relating to the DGCL and stockholders’ rights of appraisal under CBCA, in each case, received by the Company in respect of any demand for appraisal under prior to the DGCL Closing, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under appraisal. Prior to the DGCL. The Closing, the Company shall not, except with without the prior written consent of ParentParent (which shall not be unreasonably withheld, conditioned or delayed), voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVdemand.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(g)Company Common Stock that are issued and outstanding immediately prior to the Reverse Merger Effective Time (each, no Dissenting Stockholder shall be a “Share“) and which are held by a stockholder who did not vote in favor of the Mergers (or consent thereto in writing) and who is entitled to receive demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (the “Dissenting Stockholders“), shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration (the “Dissenting Shares“), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder provisions of Section 262 of the DGCL (and it being understood and acknowledged that at the Reverse Merger Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Reverse Merger Effective Time, the Per Share Merger Consideration for each such Share, in accordance with Section 2.1, without any interest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders’ rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, (i) voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands demand for payment or approve (ii) waive any withdrawal failure by a stockholder to timely comply with the requirements of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as DGCL. Any portion of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect made available to such Common Shares or Preferred Shares, as applicable, the Exchange Agent pursuant to this Article IVSection 2.2 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, but without limiting the consequence of any notice delivered pursuant to the Drag Letter, any shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by Stockholders who, in accordance with Section 262 et seq. of the DGCL (the ”Appraisal Rights Provisions”) (i) have not voted in favor of adopting this Section 4.2(gAgreement or consented thereto in writing and (ii) shall have demanded properly in writing appraisal for such shares in accordance with the Appraisal Rights Provisions, and not effectively withdrawn, lost or failed to perfect their rights to appraisal (collectively, the ”Dissenting Shares”), no Dissenting Stockholder will not be converted as described in Section 2.6, but at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, shall be entitled cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, however, that all shares of Company Capital Stock held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Company Capital Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been cancelled and retired and to have been converted, as of the Effective Time, into the right to receive the applicable Per Share Merger Consideration Cash Consideration, without interest, in the manner provided in Section 2.6. Persons who have perfected statutory rights with respect to the Dissenting Shares owned as aforesaid will not be paid by the Surviving Corporation as provided in this Agreement and will have only such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment rights as are provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights Appraisal Rights Provisions with respect to such Dissenting Shares. If, after the Effective Time, any such Stockholder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares shall thereupon cease to be Dissenting Shares, including for purposes of Section 2.6, and shall be deemed to have been converted into, at the Effective Time, the right to receive the Per Share Cash Consideration as provided for in Section 2.6. The Company shall give Parent (i) reasonably Buyer prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof), any withdrawals for the exercise of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings rights with respect to any demand for appraisal under shares of Common Stock. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of ParentBuyer, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, From and to have become exchangeable for, as of after the Effective Time, neither any of the right to receiveBuyer Parties nor the Company shall make, without interest except with the prior written consent of the Seller Representative (which consent shall not be unreasonably withheld, conditioned or duplicationdelayed), the applicable Per Share Merger Consideration any payment with respect to, or settle or offer to settle, any such Common Shares or Preferred Sharesdemands for which the Indemnifying Parties would be required to provide indemnification under Section 9.2(a), as applicable, pursuant unless Buyer agrees in writing to this Article IVirrevocably forego indemnification on behalf of the Buyer Indemnified Parties for such payment and any related Losses.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of this Section 4.2(g), no Dissenting Stockholder shall be the Merger (or consent thereto in writing or who otherwise did not validly waive their right to appraisal) and who is entitled to receive demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (the "Dissenting Stockholders"), shall not be converted into or be exchangeable for the right to receive any portion of the Aggregate Merger Consideration (the "Dissenting Shares"), but instead such holder shall be entitled to payment of the fair value of such Shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder provisions of Section 262 of the DGCL (and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such stockholder's Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable portion of the Aggregate Merger Consideration for each such Share, in accordance with Section 2.1(c), without any interest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands demand for payment or approve waive any withdrawal of any such demands, or agree, authorize or commit failure by a stockholder to do any of timely comply with the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 requirements of the DGCL with respect to any Dissenting Shares, such Dissenting perfect or demand appraisal rights. Any portion of the Aggregate Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for Shares for which appraisal rights have been perfected shall be deemed returned to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVParent upon demand.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 4.2(gthe Merger (the "DISSENTING SHARES"), no Dissenting Stockholder which stockholders comply with all of the relevant provisions of Delaware Law (the "DISSENTING STOCKHOLDERS"), shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Merger Consideration with respect Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and become exchangeable for the Dissenting Shares owned by such Dissenting Stockholderright to receive, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent PCA (ia) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL Delaware Law and received by the Company relating to stockholders' rights of appraisal, and (b) the opportunity to direct, in its reasonable business judgment, all negotiations and proceedings with respect of any demand to demands for appraisal under Delaware Law. Neither the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under Company nor the DGCL. The Company shall notSurviving Corporation shall, except with the prior written consent of ParentPCA, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.1.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 4.2(gthe Merger (the "Dissenting Shares"), no which stockholders comply with all of the relevant provisions of Delaware Law (the "Dissenting Stockholder Stockholders"), shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Merger Consideration with respect Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and become exchangeable for the Dissenting Shares owned by such Dissenting Stockholderright to receive, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent NPI (ia) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL Delaware Law and received by the Company relating to stockholders' rights of appraisal, and (b) the opportunity to direct, in its reasonable business judgment, all negotiations and proceedings with respect of any demand to demands for appraisal under Delaware Law. Neither the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under Company nor the DGCL. The Company shall notSurviving Corporation shall, except with the prior written consent of ParentNPI, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.1.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, shares of Piedmont Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, the provisions of Article 13 of the GBCA shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in this Section 4.2(gArticle IV (the “Dissenting Shares”), no Dissenting Stockholder but instead such shareholder shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 provisions of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at GBCA. At the Effective Time, such all Dissenting Shares shall no longer be outstanding, shall automatically be cancelled canceled and retired and shall cease to exist, and such each shareholder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the applicable provisions of the GBCA and this Section 4.08. The Company Notwithstanding the foregoing, if any such shareholder shall give Parent (i) reasonably prompt written notice offail to perfect or otherwise shall waive, and copies of, any written demands for appraisal received by withdraw or lose the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant right to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under applicable provisions of the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demandsGBCA, or agree, authorize or commit a court of competent jurisdiction shall determine that such shareholder is not entitled to do any the relief provided by the applicable provisions of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost GBCA, then the right under Section 262 of such shareholder to be paid the DGCL with respect to any fair value of such shareholder’s Dissenting Shares, Shares shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and to shall have become exchangeable for, as of the Effective Timebecome, the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVprovided in Section 4.01.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Shares (the "Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Shares") that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and which are held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only stockholders who did not vote in favor of the payment provided by Merger and who comply with all of the relevant provisions of Section 262 of the DGCL with respect (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by such Merger Consideration, unless and until the holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and it being understood and acknowledged that at become exchangeable for the right to receive, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration for each Share without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent DCNA (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of ParentDCNA, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.7(b).

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares (the “Dissenting Shares”) of this Section 4.2(gSeller Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by Seller Stockholders who, in accordance with Article 113 of the CBCA (the “Dissenters’ Rights Provisions”), no (i) have not voted in favor of adopting, or executed a writing consenting to the adoption of, as applicable, this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with the Dissenters’ Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Stockholder shall Stockholders”), will not be entitled converted into the right to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting StockholderConsideration, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to existexist and shall represent the right to receive only those rights provided under the Dissenters’ Rights Provisions; provided, and such Dissenting Stockholder however, that all shares of Seller Capital Stock held by Seller Stockholders who shall cease have failed to perfect or who effectively shall have any other withdrawn or lost their rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect shares of any demand for appraisal Seller Capital Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Dissenters’ Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest or duplicationinterest, in the applicable Per Share Merger Consideration manner provided in Section 3.1 and Section 3.2. Persons who have perfected statutory rights with respect to Dissenting Shares as described above will not be paid as provided in this Agreement and will only have such rights as are provided by the Dissenters’ Rights Provisions with respect to such Common Shares or Preferred Dissenting Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares (the "Dissenting Shares") of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Seller Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting StockholderSeller Stockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL (the "Appraisal Rights Provisions"), (i) have not voted in favor of adopting this Agreement nor have, if then permitted, consented thereto in writing, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with respect the Appraisal Rights Provisions and are entitled to appraisal rights thereunder, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the "Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Stockholders"), will not be converted into the right to receive the Merger Consideration, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to existexist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, and such Dissenting Stockholder however, that all shares of Seller Common Stock held by Seller Stockholders who shall cease have failed to perfect or who effectively shall have any other withdrawn or lost their rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect shares of any demand for appraisal Seller Common Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest or duplicationinterest, in the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVmanner provided in Sections 2.1 and 2.2.

Appraisal Rights. Subject Holders of Shares who have complied with all requirements for demanding and perfecting appraisal rights as set forth in Section 262 of the DGCL ("Dissenting Shareholders") are entitled to their rights under such laws. Each Share held by Dissenting Shareholders shall not be converted into or represent the last sentence of this Section 4.2(g), no right to receive the Merger Consideration set forth above. Dissenting Stockholder Shareholders shall be entitled to receive payment of the applicable Per Share Merger Consideration appraised value of such Shares held by them in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL with respect DGCL. Each Share held by holders who shall have failed to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares perfect or who effectively shall no longer be outstanding, shall automatically be cancelled and shall cease have withdrawn or lost their rights to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right shares under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receivereceive the Merger Consideration set forth above, without any interest thereon, upon surrender, in the manner provided herein, of the certificate or duplicationcertificates that formerly evidenced such Shares. The Company shall give Parent prompt written notice of any assertions of appraisal rights or withdrawals of assertions of appraisal rights, and any other instrument in respect thereof received by the applicable Per Share Merger Consideration Company and the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except as required by Applicable Law or with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle, any such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVdemands.

Appraisal Rights. Subject Notwithstanding anything to the last sentence contrary contained herein, any shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Company Capital Stock that are issued and outstanding immediately prior to the Dissenting Shares First Effective Time and in respect of which appraisal rights shall have been perfected, and not waived, withdrawn or lost, in accordance with the DGCL in connection with the First Merger and that are owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by a holder who complies in all respects with Section 262 of the DGCL (such shares, “Dissenting Shares”) shall not be converted into the right to receive the applicable portion of the Closing Share Consideration, but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to the any such Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at pursuant to the DGCL. At the First Effective Time, such (a) all Dissenting Shares shall no longer be outstandingcancelled, shall automatically be cancelled extinguished and shall cease to existexist and (b) the holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under the DGCL. Each holder of Dissenting Shares who, pursuant to the DGCL, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the DGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the First Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then (i) the right of such holder to be paid the fair value of such shares shall cease, (ii) any such shares shall immediately be deemed to have converted as of the First Effective Time into the right to receive the applicable portion of the Closing Share Consideration (upon the terms and conditions of this Agreement) in respect of such shares as if such shares never had been Dissenting Shares, and (iii) PubCo shall issue and deliver (or cause to be issued and delivered) to the holder thereof, the applicable portion of the Closing Share Consideration as if such Dissenting Stockholder shall cease to have any other rights with respect to such shares never had been Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, (and copies of, in any written event within two (2) Business Days) of any demands for appraisal received by the Company (or written threats thereof)for appraisal of shares of Company Common Stock, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to rights to be paid the fair value of any demand for appraisal under Dissenting Shares, and Parent shall have the DGCL and (ii) a reasonable opportunity right to participate in and and, following the First Effective Time, direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands. Prior to the DGCL. The First Effective Time, neither the Company shall notnor Parent shall, except with the prior written consent of Parentthe other party (in its sole discretion), voluntarily (x) make any payment or deposit offer to make any payment with respect to any demands for appraisalsto, or settle or compromise or offer to settle or settle compromise, any such demands claim or approve any withdrawal demand in respect of any such demandsDissenting Shares, (y) waive any failure to timely deliver a written demand for appraisal or agree, authorize otherwise comply with the provisions under Section 262 of the DGCL or (z) agree or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any Parent Share that is issued and outstanding immediately prior to the Effective Time and that is held by a shareholder of the Parent who, in accordance with Sections 1301 through 1333 of the Florida Act (the “Appraisal Rights Provisions”) (i) has not voted (and has not caused or permitted its Parent Shares to be voted) in favor of adopting and approving this Section 4.2(gAgreement and (ii) who has complied in all respects with the applicable provisions of the Appraisal Rights Provisions, and not effectively withdrawn, lost or failed to perfect its rights to appraisal (such shareholders of the Parent referred to herein as the “Dissenting Shareholders” and its Parent Shares referred to herein as “Dissenting Shares”), no Dissenting Stockholder shall will not be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholderconverted into a Subsidiary common share, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such and by virtue of the Merger and without any action on the part of the Dissenting Shares shall no longer be outstandingShareholder, shall automatically be cancelled and shall cease to exist, exist and such Dissenting Stockholder shall cease represent the right to receive only those rights provided under the Appraisal Rights Provisions. All Parent Shares held by shareholders who shall have any other failed to perfect or who effectively shall have withdrawn or lost their rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal Parent Shares under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, cancelled and retired and to have become exchangeable forbeen converted, as of the Effective Time, the right to receiveinto Subsidiary common shares as set forth in Section 1.4 above, without interest or duplicationtherein, in the applicable Per Share Merger Consideration manner provided in this Agreement. Persons who have perfected statutory rights with respect to Dissenting Shares as aforesaid will not receive the Subsidiary common shares provided in Section 1.4 above and will have only those rights as are provided by the Appraisal Rights Provisions with respect to such Common Shares or Preferred Dissenting Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Common Shares that are issued and outstanding immediately prior to the Effective Time (other than Rollover Shares) and are held by Company Stockholders owning Common Shares who have not voted in favor of this Section 4.2(gthe Merger (the “Dissenting Shares”), no consented thereto in writing or otherwise contractually waived their rights to appraisal (the “Dissenting Stockholder Stockholders”) shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Final Merger Consideration with respect Consideration, unless and until such stockholders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting SharesDGCL. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Common Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders’ rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 to dissent, then (i) as of the DGCL with respect to any Dissenting Sharesoccurrence of such event, such holder’s Dissenting Shares shall cease to be deemed to have been Dissenting Shares and shall be converted into, into and to have become exchangeable for, as of the Effective Time, represent the right to receive, without interest or duplication, receive the applicable Per Share Final Merger Consideration in accordance with respect Section 3.6 (Post-Closing Merger Consideration Adjustments and Payments), and (ii) promptly following the occurrence of such event, Parent shall remit to the Representative or a paying agent designated by the Representative the portion of the Final Merger Consideration to which such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVholder is entitled.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be the Shares issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and properly demands appraisal for such Shares in accordance with and complies in all respects with Section 262 of the DGCL (such Shares, the “Dissenting Shares”) shall not be converted into the right to receive the applicable Per Share Merger Consideration and shall entitle such holder only to the rights with respect to the such Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall as may be entitled to receive only the payment provided by Section 262 of the DGCL with respect DGCL, unless such holder fails to the Dissenting Shares owned by perfect or properly withdraws or otherwise loses such Dissenting Stockholder and it being understood and acknowledged that at holder’s right to appraisal of such holder’s Shares. If, after the Effective Time, such holder fails to perfect or properly withdraws or loses such holder’s right to appraisal, then each such Dissenting Shares Share shall no longer be outstandingcanceled, shall automatically be cancelled and shall cease to exist, exist and such Dissenting Stockholder shall cease be treated as if it had been converted as of the Effective Time into a right to have receive the Merger Consideration without any other rights with respect interest thereon (less any amounts entitled to such Dissenting Sharesbe deducted or withheld pursuant to Section 2.7(f)). The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under of Shares, and Parent shall have the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands. Except pursuant to applicable Legal Requirements, the DGCL. The Company shall not, except with without the prior written consent of Parent, voluntarily make (or cause or permit to be made on its behalf) any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, which consent shall not be unreasonably withheld, delayed or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVconditioned.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, Dissenting Shares shall not be converted into or represent the right to receive the Merger Consideration described in Section 1.05 otherwise attributable to such Dissenting Shares, unless and until such shares shall cease to be Dissenting Shares, and in lieu thereof, the holders of this Section 4.2(g), no Dissenting Stockholder Shares shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, appraised value of such Dissenting Shares respectively held by them in accordance with the DGCL. All Dissenting Shares held by stockholders who shall no longer be outstanding, have failed to perfect or who effectively shall automatically be cancelled and shall cease have withdrawn or otherwise lost their right to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the shares of Company in respect of any demand for appraisal Capital Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, receive the applicable Per Share book-entry shares of Parent Common Stock representing the Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock) to which the holder of such shares of Company Capital Stock is entitled to receive in the Merger upon their surrender in the manner provided in Sections 1.05 and 1.09. Upon any Dissenting Shares ceasing to be Dissenting Shares after the Effective Time, (i) Parent shall promptly deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable in respect to of such Common formerly Dissenting Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 1.05(a), and cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.05(c), and (ii) the Parties shall cause the Exchange Agent to mail to the holder of such formerly Dissenting Shares the items specified in clauses (i) and (ii) of Section 1.09(b).

Appraisal Rights. Subject Notwithstanding any other provision of this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be entitled to receive Shares (the applicable Per Share Merger Consideration with respect "DISSENTING SHARES") that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and which are held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only stockholders who did not vote in favor of the payment provided by Merger and who comply with all of the relevant provisions of Section 262 of the DGCL with respect (the "DISSENTING STOCKHOLDERS") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by Share Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and it being understood and acknowledged that at become exchangeable for the right to receive, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Share Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands demands, and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings with proceedings in respect to any demand of demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment in respect of, or deposit with respect to any demands for appraisals, settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 3.1(c).

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(gCompany Capital Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Company Capital Stock (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Chapter 13 of the CCSC (the “Dissenting Stockholders”), no Dissenting Stockholder shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead such holder shall be entitled to receive payment of the applicable Per Share Merger Consideration with respect to the fair value of such Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only in accordance with the payment provided by Section 262 provisions of Chapter 13 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder CCSC (and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting Shares. The Company Shares in accordance with the provisions of Chapter 13 of the CCSC, unless and until such holder shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (have failed to perfect or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant shall have effectively withdrawn or lost rights to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingCCSC. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or otherwise waived or lost such right, such holder’s shares of Company Capital Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable forreceive, as of the Effective Time, the right to receiveMerger Consideration for each such share of Company Capital Stock, in accordance with Section 3.1(b), without any interest or duplication, thereon. The Company shall notify its stockholders of appraisal rights within two (2) business days after the applicable Per Share Merger Consideration Effective Time. All negotiations with respect to such Common payment for Dissenting Shares or Preferred Shares, as applicable, pursuant to this Article IV.shall be handled jointly by Parent and the Company.‌

Appraisal Rights. Subject Notwithstanding anything to the last sentence of this Section 4.2(g)contrary herein, no Dissenting Shares held by a Stockholder shall not be entitled converted as of the Effective Time into the right to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting StockholderConsideration, but instead, each Dissenting Stockholder instead shall have such rights as may be entitled to receive only available under the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at DGCL. At the Effective Time, such all Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such each holder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with Section 262 of the DOCL; provided, however, that if any such Stockholder shall have failed to perfect or shall effectively withdraw or lose its right to appraisal and payment under the DCCL, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, such Stockholder's Acquired Entity Shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Per Share Merger Consideration and such Acquired Entity Shares and shall no longer be Dissenting Shares. The Company Acquired Entity shall give Parent (i) reasonably Buyer prompt written notice of, and copies of, any of all written demands received by Acquired Entity for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCLrights. The Company Acquired Entity shall not, except with the prior written consent of ParentBuyer, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit . Acquired Entity shall hold the Merger Consideration that would have been paid in respect to do any Dissenting Shares as a result of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Merger had they not been Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Each Share outstanding immediately prior to the last sentence Effective Time and held of record or beneficially by a person who has not voted in favor of approval and adoption of this Section 4.2(g), no Dissenting Stockholder shall be Agreement and who is entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder demand and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other properly exercises appraisal rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice ofShares pursuant to, and copies ofwho complies in all respects with, any written demands Section 262 of the DGCL, shall not be converted into or represent the right to receive the Merger Consideration for appraisal received by such Shares but instead shall be entitled to payment of the Company (or written threats thereof), any withdrawals fair value of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company Shares in respect accordance with Section 262 of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not; provided, except with the prior written consent of Parenthowever, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle that if any such demands or approve any withdrawal of any such demands, or agree, authorize or commit holder shall fail to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn perfect or otherwise waived shall waive, withdraw or lost lose the right to dissent under Section 262 of the DGCL with respect DGCL, then the right of such holder to any Dissenting Shares, be paid the fair value of such Dissenting holder's Shares shall cease and such Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, the Merger Consideration, without interest or duplicationthereon. The foregoing summary of Section 262 of the DGCL does not purport to be complete and is qualified in its entirety by reference to Section 262 of the DGCL. Failure to follow the steps that Section 262 of the DGCL requires for perfecting appraisal rights may result in the loss of those rights. Exa will provide prompt notice to Parent of any demands and any other instruments served pursuant to applicable law that are received by Exa for appraisal rights with respect to any Shares, and Parent shall have the applicable Per Share Merger Consideration right to participate in all negotiations and proceedings with respect to such Common Shares demands. Prior to the Effective Time, Exa shall not, without the prior written consent of Purchaser, make any payment with respect to, or Preferred Sharessettle or compromise or offer to settle or compromise, as applicableany such demand, pursuant or agree to this Article IVdo any of the foregoing.

Appraisal Rights. Subject Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by holders of such shares of Company Common Stock who properly exercise appraisal rights with respect thereto in accordance with Section 4.2(g)262 of DGCL (the “Dissenting Shares”) shall not be exchangeable for the right to receive the Merger Consideration. At the Effective Time, no (a) all Dissenting Stockholder Shares shall be canceled and cease to exist and (b) the holders of such Dissenting Shares shall be entitled only to receive the applicable Per Share Merger Consideration with respect such rights as may be granted to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by them under Section 262 of the DGCL with respect unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the Dissenting Shares owned by DGCL. If, after the Effective Time, any such Dissenting Stockholder holder fails to perfect or effectively withdraws or loses such right, such shares of Company Common Stock will thereupon be treated as if they had been converted into and it being understood and acknowledged that to have become exchangeable for, at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease the right to exist, and such Dissenting Stockholder shall cease to have receive the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (ia) reasonably prompt written notice of, and copies of, of any written demands demand for appraisal pursuant to the DGCL received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant prior to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL Effective Time and (iib) a reasonable opportunity the right to participate in direct and direct control all negotiations and Proceedings proceedings with respect to any demand such demands for appraisal under the DGCL. The Company appraisal; provided that Parent shall not, except consult with the prior written consent of Parent, voluntarily make any payment or deposit Company with respect to any demands for appraisalssuch negotiations and proceedings. Prior to the Effective Time, the Company shall not offer to make, or make any payment, settle or settle any such demands or approve any withdrawal of any such demandsoffer to settle, or agreeor, authorize or commit in each case, agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL , with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, demand without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVParent’s prior written consent.

Appraisal Rights. Subject No Person who properly demands appraisal of such Person’s Company Shares pursuant to Section 262 of the DGCL or, to the last sentence extent applicable, Chapter 13 of this Section 4.2(g), no Dissenting Stockholder the CGCL shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Company Shares owned by such Dissenting StockholderPerson unless and until such Person shall have effectively withdrawn or otherwise lost such Person’s right to appraisal under the DGCL or CGCL, but instead, each as applicable. Each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL or Chapter 13 of the CGCL, as applicable, with respect to the Dissenting Company Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at Stockholder. If, after the Effective Time, any such Dissenting holder fails to perfect or effectively withdraws or loses such right, such Excluded Shares shall no longer thereupon be outstanding, shall automatically be cancelled and shall cease treated as if they had been converted into the right to existreceive the Per Share Merger Consideration, and the Surviving Company shall remain liable for payment of the Per Share Merger Consideration for such Dissenting Stockholder Company Shares; provided that such holder shall cease be deemed to have any other rights made a Cash Election with respect to such Dissenting Sharesthe Per Share Closing Consideration in accordance with Section 5.5(c). The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company (or written threats thereof)relating to stockholders’ rights of appraisal, any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCLDGCL or CGCL. The Company shall not, except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment or deposit with respect to any demands for appraisalsappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares (the “Dissenting Shares”) of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Company Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting StockholderCompany Stockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”), (i) have not voted in favor of adopting this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with respect the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost, or failed to perfect their rights to appraisal (the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Stockholders”), will not be converted into the right to receive the Merger Consideration in accordance with Section 2.7(a), but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled cancelled, retired and cease to exist and shall cease represent the right to existreceive only those rights provided under the Appraisal Rights Provisions; provided, and such Dissenting Stockholder however, that all shares of Company Common Stock held by Company Stockholders who shall cease have failed to perfect or who effectively shall have any other withdrawn or lost their rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the shares of Company in respect of any demand for appraisal Common Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receive, without any interest or duplicationthereon, the applicable Per Share Merger Consideration in accordance with respect to such Common Shares or Preferred SharesSection 2.7(a), as applicable, cash in lieu of any fractional shares pursuant to this Article IVSection 2.7(e) and any dividends or other distributions pursuant to Section 2.8(d).

Appraisal Rights. Subject to the last sentence No holder of this Section 4.2(g), no Dissenting Stockholder Shares (a “Dissenting Stockholder”) shall be entitled to receive the applicable Per Share any Merger Consideration with Consideration, cash in lieu of fractional shares of Dorado Common Stock pursuant to Section 2.2(e), or dividends or other distributions pursuant to Section 2.2(c) in respect to the of such Dissenting Shares owned by unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to seek appraisal of its Dissenting StockholderShares under the DGCL, but instead, each and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. If any person who otherwise would be deemed a Dissenting Stockholder and it being understood and acknowledged that at shall have failed properly to perfect or shall have effectively withdrawn or lost the Effective Timeright to seek appraisal with respect to any Dissenting Shares, such Dissenting Shares shall no longer thereupon be outstanding, shall automatically be cancelled and shall cease to exist, and treated as though such Dissenting Stockholder shall cease Shares had been converted into the Merger Consideration pursuant to have any other rights with respect to such Dissenting SharesSection 2.1(a). The Company Redfish shall give Parent Dorado (ia) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)appraisal, any attempted withdrawals of such demands demands, and any other documents and instruments served pursuant to the DGCL and applicable law received by the Company in respect Redfish relating to stockholders’ rights of any demand for appraisal under the DGCL and (iib) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL. The Company Redfish shall not, except with the prior written consent of ParentDorado, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.any

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares (“Appraisal Shares”) of this Section 4.2(g), no Dissenting Stockholder shall be the Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting demand and properly demands appraisal of such Appraisal Shares owned by such Dissenting Stockholderpursuant to, but insteadand who complies in all respects with, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect (“Section 262”) shall not be converted into the right to receive the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at Merger Consideration as provided in Section 2.01(c). At the Effective Time, such Dissenting all the Appraisal Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder each holder of Appraisal Shares shall cease to have any other rights with respect thereto, except that the holders of Appraisal Shares shall be entitled to payment of the fair value of such Dissenting SharesAppraisal Shares in accordance with Section 262; 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, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall 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, without any interest thereon, as provided in Section 2.01(c) upon the surrender of the Certificates formerly evidencing such shares. The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of the Company Common Stock. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand 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, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(gCompany Stock (collectively, the “Shares”) that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable provisions of the DGCL (the “Dissenting Stockholders”), no Dissenting Stockholder shall not be cancelled without consideration, but instead such holder shall be entitled to receive payment of the fair value of such Shares (the “Dissenting Shares”) in accordance with the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 provisions of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder (and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the applicable provisions of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL, as applicable. The If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been cancelled without consideration, in accordance with Section 3.4, without any interest thereon. Prior to Closing, the Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents instruments served pursuant to the DGCL, as applicable, and received by the Company relating to stockholders’ rights of appraisal. The Company may voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment, without the consent or approval of Parent. From and after the Closing, the Noteholder Representative shall be entitled (but not obligated) to control the defense of any claims of Dissenting Stockholders and shall be entitled to pay the cost of defending, maintaining and settling any such claims of Dissenting Stockholders out of, and Parent shall be obligated to cause all such amounts to be released from, the General Escrow Fund. Prior to and after Closing, Parent shall give the Noteholder Representative prompt written notice of any demands for appraisal received by Parent or the Surviving Corporation, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by Parent or the Company in respect of any demand for appraisal under Surviving Corporation. Parent shall not (and shall cause the DGCL and (ii) a reasonable opportunity Surviving Corporation to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not), except with the prior written consent of Parentthe Noteholder Representative, voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Shares (the "Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Shares") that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and which are held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only stockholders who did not vote in favor of the payment provided by Merger and who comply with all of the relevant provisions of Section 262 of the DGCL with respect (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and it being understood and acknowledged that at become exchangeable for the right to receive, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.1(c).

Appraisal Rights. Subject Each outstanding share of Company Common Stock 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 (the “Appraisal Shares”) shall not be converted into or represent the right to receive the Merger Consideration hereunder and shall be entitled only to such rights as are available to such holder pursuant to the last sentence applicable provisions of this Section 4.2(g), no Dissenting Stockholder 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 Per 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 lose such holder’s appraisal rights under the applicable provisions of the VSCA, each such Appraisal Share shall be exchangeable for the right to receive the Merger Consideration with respect pursuant to Section 2.5(a). The Company shall promptly notify Purchaser of each shareholder who asserts rights as an Appraisal Shareholder following receipt of such shareholder’s written demand delivered as provided in the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled VSCA. Prior to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentPurchaser, voluntarily make any payment or deposit with respect commit or agree to make any demands for appraisalspayment, or settle or commit or offer to settle or settle settle, any such demands or approve any withdrawal rights of any such demands, or agree, authorize or commit to do any of an Appraisal Shareholder asserted under the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVVSCA.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(g), no Dissenting Stockholder shall be Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to receive demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL with respect (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares owned by Shares”), but instead such holder shall be entitled to payment of the appraised value of such shares of Company Common Stock as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL (and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by Shares in accordance with the Company (or written threats thereofprovisions of Section 262 of the DGCL), any withdrawals of unless and until such demands and any other documents and instruments served pursuant holder shall have failed to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity perfect or shall have effectively withdrawn or lost rights to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Proxy Statement shall not, except include a notice complying with the prior written consent provisions of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect concerning the rights of stockholders to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, exercise appraisal rights and to have become exchangeable for, as a copy of the Effective Time, provisions of Section 262 of the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVDGCL.

Appraisal Rights. Subject Each share of Common Stock that is issued and outstanding immediately prior to the last sentence Effective Time and is held by a Person who, in accordance with A.R.S. Section 10-1302, (i) has not voted in favor of the Merger or consented thereto in writing or executed an enforceable waiver of appraisal rights (whether before or after the date of this Section 4.2(g)Agreement) and (ii) has properly demanded appraisal of such share of Common Stock, no Dissenting Stockholder shall be entitled and not effectively withdrawn, lost or failed to receive the applicable Per Share Merger Consideration with respect perfect their rights to the Dissenting Shares owned by such Dissenting Stockholderappraisal, but insteadwill not, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically converted into the right to receive any portion of the Merger Consideration and instead will be cancelled and retired and shall cease to existexist and shall represent only the right to receive payment from the Surviving Corporation with respect thereto as provided by the A.R.S., unless and until the holder of any such share has failed to perfect or has effectively withdrawn or lost his, her or its right to appraisal and payment under the A.R.S, in which case such share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate in accordance with ARTICLE I, without interest, in accordance with this Agreement, the Merger Consideration. From and after the Effective Time, no Shareholder who has demanded appraisal rights will be entitled to vote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to Shareholders of record at a date prior to the Effective Time). Any shares of Common Stock for which appraisal rights have been properly exercised, and such Dissenting Stockholder shall cease not subsequently withdrawn, lost or failed to have any other rights be perfected, in each case, in accordance with respect this Section 1.09 and the A.R.S, are referred to such in this Agreement as “Dissenting Shares. .” The Company shall will give Parent (i) reasonably Buyer prompt written notice of, and copies of, of any written demands for appraisal received by the Company, including any Shareholder’s notice of their intent to demand payment pursuant to the A.R.S. that the Company (or written threats thereof)receives, any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL A.R.S. and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVCompany.

Appraisal Rights. Subject Notwithstanding anything to the last sentence contrary contained in this Agreement, shares of this Section 4.2(g), no Dissenting Stockholder shall be Company Common Stock held by a holder who is entitled to receive the applicable Per Share Merger Consideration demand and has made a valid demand for appraisal of such shares in accordance, and complies in all respects, with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect (“Dissenting Shares”) shall not be converted at the Effective Time into the right to receive Merger Consideration, but rather shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at Shares. At the Effective Time, such all Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such each holder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, except the rights set forth in Section 262 of the DGCL. Notwithstanding the foregoing, if any Dissenting Shares shall lose their status as such (through failure to perfect, waiver, effective withdrawal or otherwise), then, as of the later of the Effective Time or the date of loss of such Dissenting Sharesstatus, 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 right to receive Merger Consideration in accordance with Section 1.5(a), without interest thereon, following the surrender of the Stock Certificate(s) and/or Book-Entry Shares representing such shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands demand for appraisal pursuant to the DGCL received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant prior to the DGCL Effective Time and received by Parent shall have the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands for appraisal. Prior to the Effective Time, the Company shall not make any payment, settle or offer to settle, or, in each case, agree to do any of the foregoing, with respect to any such demand for appraisal under the DGCL. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(gVasculoMedics Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a VasculoMedics Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of VasculoMedics Common Stock pursuant to, and who complies in all respects with, the provisions of the DGCL (the “Dissenting Holders”), no Dissenting Stockholder shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration, but instead such Holder shall be entitled to receive payment of the applicable Per Share Merger Consideration fair value of such VasculoMedics Common Stock (the “Dissenting Securities”) in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 provisions of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder (and it being understood and acknowledged that at the Effective Time, such Dissenting Shares Securities shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesSecurities in accordance with the provisions of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. The Company If any Dissenting Holder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Holder’s shares of VasculoMedics Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable Merger Consideration for such Stock without any interest thereon. VasculoMedics shall give Parent Stratus: (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof), any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL DGCL, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall notVasculoMedics, except with the prior written consent of ParentStratus, shall not voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVdemand for payment.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Company Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting StockholderStockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL with respect (the “Appraisal Rights Provisions”) (i) have not voted or consented to adopt and approve this Agreement and (ii) shall have demanded properly in writing appraisal for such shares, and not effectively withdrawn, lost or failed to perfect their rights to appraisal (collectively, the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Shares”), will not be converted as described in Section 2.6, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to existexist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, and however, that all shares of Company Stock held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Stockholder shares of Company Stock under the Appraisal Rights Provisions shall cease thereupon be deemed to have any other been canceled and retired and to have been converted, as of the Effective Time, into the right to receive the Value Per Applicable Share in the manner provided in Section 2.6. Persons who have perfected statutory rights with respect to Dissenting Shares as aforesaid will not be paid by the Surviving Corporation as provided in this Agreement and will have only such rights as are provided by the Appraisal Rights Provisions with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably and MergerCo prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof), any withdrawals for the exercise of such demands appraisal rights with respect to shares of Company Stock and any other documents and instruments served pursuant to Parent shall have the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld), voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 4.2(gthe Merger (the "Dissenting Shares"), no which stockholders comply with all of the relevant provisions of Delaware Law (the "Dissenting Stockholder Stockholders"), shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Merger Consideration with respect Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and become exchangeable for the Dissenting Shares owned by such Dissenting Stockholderright to receive, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent PCA (ia) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL Delaware Law and received by the Company relating to stockholders' rights of appraisal, and (b) the opportunity to direct, in its reasonable business judgment, all negotiations and proceedings with respect of any demand to demands for appraisal under Delaware Law. Neither the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under Company nor the DGCL. The Company shall notSurviving Corporation shall, except with the prior written consent of ParentPCA, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.1.

Appraisal Rights. Subject Notwithstanding anything contained herein to the last sentence contrary, if any stockholder of this Section 4.2(g), no Dissenting Stockholder shall be the Company that is entitled to receive appraisal rights demands to be paid the applicable Per Share Merger Consideration “fair value” of such holder’s shares of Company Capital Stock and complies with respect all conditions and obligations necessary to the Dissenting Shares owned by such Dissenting Stockholder, but insteadperfect appraisal rights in accordance with Delaware Law, each Dissenting Stockholder shall Share held by such stockholder will not be entitled to receive only converted into the payment provided by Section 262 of the DGCL with respect right to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Timecash amounts set forth in Section 1.8(a), such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Sharesexcept as provided in this Section 1.8(d). The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written such demands for appraisal received by the Company, including any stockholder’s notice of their intent to demand payment pursuant to Delaware Law that the Company (or written threats thereof)receives prior to the Company Stockholders Meeting, any withdrawals of such demands demands, and any other documents and instruments served pursuant to the DGCL Delaware Law and received by the Company in respect of any demand for appraisal under the DGCL Company, and (ii) a reasonable opportunity the right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal such demands under the DGCLDelaware Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit offer to make any payment with respect to any demands for appraisalsto, or settle or offer to settle settle, any claim or settle any such demands or approve any withdrawal demand in respect of any such demandsDissenting Shares. If, or agreeafter the Effective Time, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under to seek dissenters’ rights, the Dissenting Shares held by such stockholder shall immediately be converted into the right to receive the cash payable pursuant to Section 262 1.8(a) in respect of the DGCL with respect to any such shares as if such shares never had been Dissenting Shares, and Parent shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.10(c), following the satisfaction of the applicable conditions set forth in Section 1.10(c), the amount of cash to which such holder would be entitled in respect thereof under this Section 1.8(a) as if such shares never had been Dissenting Shares (and all such cash shall be deemed to have been converted into, and for all purposes of this Agreement to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect deliverable to such Common Shares or Preferred Shares, as applicable, holder pursuant to this Article IVSection 1.8(a)).

Appraisal Rights. Subject None of the shares of Company Common Stock issued and outstanding immediately prior to the last sentence Effective Time, the holder of this which has (i) neither voted in favor of the Merger or consented thereto in writing pursuant to Section 4.2(g), no Dissenting Stockholder shall be entitled 228 of the DGCL and (ii) demanded such holder’s right to receive the applicable Per Share Merger Consideration appraisal in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect (each such share, a “Company Dissenting Share”), shall be converted into the right to receive the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at Per Share Merger Consideration. At the Effective Time, such all Company Dissenting Shares shall no longer be outstanding, shall automatically be cancelled canceled and shall cease to existexist and shall represent the right to receive only those rights provided under the DGCL. If, and after the Effective Time, any holder of a Company Dissenting Share withdraws, loses or fails to perfect such holder’s rights to appraisal, such Company Dissenting Stockholder Share shall cease be treated as if such Company Dissenting Share had been converted, as of the Effective Time, into the Per Share Merger Consideration. Holders of Company Dissenting Shares shall be entitled only to have any other those rights with respect to such Dissenting Sharesgranted under Section 262 of the DGCL. The Company shall give promptly notify Parent (i) reasonably prompt written notice of, and copies of, upon receipt of any written demands for appraisal received by under Section 262 of the Company (or written threats thereof), DGCL and any withdrawals of such demands and any other documents and instruments served pursuant to Parent shall have the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(g), no Dissenting Stockholder shall be Complete Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Complete Merger (or consent thereto in writing) and who is entitled to receive demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (the “Complete Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Complete Per Share Merger Consideration (the “Complete Dissenting Shares”), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder provisions of Section 262 of the DGCL (and it being understood and acknowledged that at the Effective Time, such Complete Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Complete Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. The Company If any Complete Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Complete Common Stock shall thereupon be treated as if they had been converted into and became exchangeable for the right to receive, as of the Effective Time, the Complete Per Share Merger Consideration for each such share, in accordance with Section 2.7, without any interest thereon. Complete shall give Parent (i) reasonably IPS and I.E. Mxxxxx prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)for any shares of Complete Common Stock, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect Complete relating to stockholders’ rights of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVappraisal.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder Appraisal Shares shall not be entitled converted into or represent the right to receive the applicable Per Share Cash Merger Consideration in accordance with respect to the Dissenting Shares owned by such Dissenting StockholderSections 3.1(c) and 3.2, but instead, rather each Dissenting Stockholder of the Appraisal Shares shall be entitled represent only the right to receive only the payment provided by Section 262 of the appraised value of such Appraisal Shares in accordance with the DGCL; provided, however, that if any holder of Appraisal Shares shall (i) fail to establish his entitlement to appraisal rights as provided in the DGCL with respect or (ii) otherwise shall waive, withdraw or lose the right to appraisal under the Dissenting DGCL, then such Appraisal Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at shall thereupon be deemed to have been converted as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to existTime into, and such Dissenting Stockholder shall cease to have become exchangeable solely for the right to receive Cash Merger Consideration otherwise payable in accordance with Sections 3.1(c) and 3.2, without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (ia) reasonably prompt written notice of, and copies of, of any written demands demand for appraisal received by the Company (or written threats thereof)Company, the withdrawal of any withdrawals of such demands demand, and any other documents and instruments notice or instrument delivered or served relating to Appraisal pursuant to the DGCL and received by (b) the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily (i) make any payment or deposit with respect to any demands demand for appraisalsappraisal, (ii) offer to settle or settle any such demands or approve demand for appraisal, (iii) waive any withdrawal of any such demandsfailure to timely deliver a written demand for appraisal in accordance with the DGCL, or agree, authorize or commit (iv) agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(g), no Dissenting Stockholder shall be Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to receive demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL with respect (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the "Dissenting Shares owned by Shares"), but instead such holder shall be entitled to payment of the appraised value of such shares of Company Common Stock as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL (and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by Shares in accordance with the Company (or written threats thereofprovisions of Section 262 of the DGCL), any withdrawals of unless and until such demands and any other documents and instruments served pursuant holder shall have failed to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity perfect or shall have effectively withdrawn or lost rights to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Proxy Statement shall not, except include a notice complying with the prior written consent provisions of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect concerning the rights of stockholders to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, exercise appraisal rights and to have become exchangeable for, as a copy of the Effective Time, provisions of Section 262 of the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVDGCL.

Appraisal Rights. Subject Notwithstanding anything in this ---------------- Agreement to the last sentence of this Section 4.2(g)contrary, no Shares (the "Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Shares") that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and which are held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only stockholders who did not vote in favor of the payment provided by Merger and who comply with all of the relevant provisions of Section 262 of the DGCL with respect (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by such Merger Consideration, unless and until the holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and it being understood and acknowledged that at become exchangeable for the right to receive, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration for each Share without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent Alcoa (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of ParentAlcoa, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.7(b).

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect contrary and to the Dissenting Shares owned extent available under the DGCL, shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by Company Stockholders who will have neither voted in favor of the Mergers nor consented thereto in writing, and who will have demanded properly in writing appraisal for such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Company Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with respect all provisions of the DGCL relevant to the Dissenting Shares owned by such Dissenting Stockholder exercise and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other perfection of appraisal rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any (collectively, the “Dissenting Shares”), will not be converted into or become the right to receive, and such stockholders will have no right to receive, any consideration pursuant to this Agreement or any other Transaction Agreement, including the Aggregate Merger Consideration. At the Effective Time, all Dissenting Shares will be canceled and will cease to exist and will represent only those rights provided under Section 262 of the DGCL. If, after the Effective Time, any holder of Dissenting Shares fails to perfect or effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL, such Dissenting Shares shall shares will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receivereceive any consideration, including the Aggregate Merger Consideration, that such shares are entitled to receive under this Agreement and any other Transaction Agreement, without any interest thereon, upon surrender, in the manner provided in this Agreement or duplicationany such other Transaction Agreement, of the applicable Per Share Merger Consideration with respect to certificate or certificates that formerly evidenced such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVshares of Company Capital Stock.

Appraisal Rights. Subject Notwithstanding anything to the last sentence contrary in this Agreement, to the extent required by the DGCL, any Share that is issued and outstanding immediately prior to the Effective Time and that is held by a holder who has not voted in favor of the adoption of this Section 4.2(gAgreement or consented thereto in writing and is entitled to demand and properly demands appraisal of such Share, as applicable (a “Dissenting Share”), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholderpursuant to, but insteadand who has properly exercised and perfected his or her demand for appraisal rights under and complies in all respects with, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect (the “Appraisal Rights”) shall not be converted into the right to receive the Merger Consideration but instead shall entitle the holder thereof only to such rights as are granted to holders of Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to DGCL; provided, however, that any Dissenting SharesShare held by a holder who shall have failed to perfect or otherwise shall have waived, withdrawn, or otherwise lost his or her Appraisal Rights in respect of such Dissenting Shares Share, then such Dissenting Share shall be deemed no longer to have be a Dissenting Share and be treated as if it had been converted into, and to have become exchangeable solely for, as of the Effective Time, Time the right to receive, without interest or duplication, the applicable Per Share Merger Consideration pursuant to Section 2.1(a). The Company shall give prompt written notice to Parent of any demand received by the Company for the appraisal of any Share (or any written threat thereof), of any withdrawal (purported or otherwise) of any such demand and of any other document or instrument served pursuant to the DGCL and received by the Company arising under Section 262 of the DGCL and any alleged dissenter’s right. Parent shall have the right to participate in any and all negotiations and Legal Proceedings with respect to any such Common Shares demand. During the Pre-Closing Period, the Company shall not, without the prior written consent of Parent, make any payment or Preferred Sharesdemand with respect to, as applicableor settle or compromise or offer to settle or compromise, pursuant any such payment or demand, or agree to this Article IVdo any of the foregoing.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Seller Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting StockholderSeller Stockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL with respect (the “Appraisal Rights Provisions”) (i) have not voted in favor of adopting and approving this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, and (iii) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (collectively, the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Shares”), will not be converted as described in Section 3.1, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to existexist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, and such Dissenting Stockholder however, that all shares of Seller Common Stock held by Seller Stockholders who shall cease have failed to perfect or who effectively shall have any other withdrawn or lost their rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect shares of any demand for appraisal Seller Common Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, canceled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest or duplicationinterest, in the applicable Per Share Merger Consideration manner provided in Section 3.1. Persons who have perfected statutory rights with respect to Dissenting Shares (the “Dissenting Stockholders”) as described above will not be paid as provided in this Agreement and will have only such rights as are provided by the Appraisal Rights Provisions with respect to such Common Shares or Preferred Dissenting Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 4.2(gthe Merger (the "Dissenting Shares"), no Dissenting Stockholder shall be entitled to receive which stockholders comply with all of the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by relevant provisions of Section 262 of the DGCL with respect (the "Dissenting Stockholders"), shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by Share Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and it being understood and acknowledged that at become exchangeable for the right to receive, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Share Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Shares Stockholder shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.treated as

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be entitled to receive Shares (the applicable Per Share Merger Consideration with respect "DISSENTING SHARES") that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and which are held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only stockholders who did not vote in favor of the payment provided by Merger and who comply with all of the relevant provisions of Section 262 of the DGCL with respect (the "DISSENTING STOCKHOLDERS") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and it being understood become exchangeable Agreement and acknowledged that at Plan of Reorganization Page 9 for the right to receive, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company Zengine shall give Parent Company (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect Zengine relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall notNeither Zengine nor the Surviving Corporation shall, except with the prior written consent of ParentCompany, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 3.1(c).

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Target Common Shares issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by shares in accordance with Section 262 of the DGCL with respect (a “Dissenting Stockholder”) shall not be converted into the right to receive the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at Merger Consideration as provided in Section 2.1. At the Effective Time, such all Target Common Shares issued and outstanding immediately prior to the Effective Time and held by Dissenting Shares Stockholders (“Dissenting Shares”) shall no longer be outstanding, shall automatically be cancelled canceled and cease to exist and shall cease represent only the right to exist, and such receive payment with respect thereto in accordance with Section 262 of the DGCL. Each Dissenting Stockholder shall cease who, pursuant to have any other rights with respect the provisions of Section 262 of the DGCL, becomes entitled to payment thereunder for such Dissenting Shares, shall receive payment therefor in accordance with Section 262 of the DGCL. The Company shall give Parent (i) reasonably prompt written notice ofIf, and copies ofafter the Effective Time, any written demands for appraisal received by Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant right to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Stockholder’s Dissenting Shares shall thereupon be deemed treated as if they had been canceled and ceased to have exist and had been converted into, and to have become exchangeable forconverted, as of the Effective Time, into the right to receivereceive the Merger Consideration, without interest or duplicationon such amount, the applicable Per Share Merger Consideration with respect to such thereto. From and after the Effective Time, no holder of Target Common Shares shall be entitled to vote its Target Common Shares for any purpose or Preferred to receive payment of dividends or other distributions on its Target Common Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(g)Company Common Stock that are issued and outstanding immediately prior to the Reverse Merger Effective Time (each, no Dissenting Stockholder shall be a "Share") and which are held by a stockholder who did not vote in favor of the Mergers (or consent thereto in writing) and who is entitled to receive demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (the "Dissenting Stockholders"), shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration (the "Dissenting Shares"), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder provisions of Section 262 of the DGCL (and it being understood and acknowledged that at the Reverse Merger Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Reverse Merger Effective Time, the Per Share Merger Consideration for each such Share, in accordance with Section 2.1, without any interest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, (i) voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands demand for payment or approve (ii) waive any withdrawal failure by a stockholder to timely comply with the requirements of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as DGCL. Any portion of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect made available to such Common Shares or Preferred Shares, as applicable, the Exchange Agent pursuant to this Article IVSection 2.2 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, Continuation Shares that are outstanding immediately prior to the Effective Time and which are held by shareholders who have validly indicated by way of this written objection (pursuant to Section 4.2(g)238(2) of the Cayman Companies Act) the desire to dissent with respect to such Continuation Shares (collectively, no the “Dissenting Stockholder Shares”) shall not be converted into or represent the right to receive the Merger Consideration attributable to such Dissenting Shares. Such shareholders shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, fair value of such Dissenting Shares shall no longer be outstandingheld by them in accordance with the Cayman Companies Act, shall automatically be cancelled unless and shall cease until such shareholders fail to exist, and such Dissenting Stockholder shall cease elect to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt dissent by way of a written notice of, and copies of, any (pursuant to Section 238(5) of the Cayman Companies Act) or effectively withdraw or otherwise lose their appraisal rights under the Cayman Companies Act. All Dissenting Shares held by shareholders who shall have failed to elect to dissent by way of a written demands for notice (pursuant to Section 238(5) of the Cayman Companies Act) or who effectively shall have withdrawn or lost their right to appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal Continuation Shares under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Cayman Companies Act shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect attributable to such Common Dissenting Shares upon their surrender and otherwise subject to the terms of this Article II applicable to Continuation Shares. The Dissenting Shares held by holders who have not validly or Preferred Shares, as applicable, effectively withdrawn or lost their rights to dissent pursuant to this Article IVSection 238 of the Cayman Companies Act will be cancelled and cease to exist in exchange for the right to receive fair value of such Dissenting Shares in accordance with the Cayman Companies Act.

Appraisal Rights. Subject Notwithstanding any provision of this Agreement to the last sentence contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and which are held by holders of this such Company Shares who are entitled to demand and who properly exercise 829649.04-LACSR01A - MSW and perfect appraisal rights with respect thereto in accordance with Section 4.2(g), no 262 of DGCL (the “Dissenting Stockholder Shares”) shall not be entitled converted into the right to receive the applicable Per Share Merger Consideration with respect Consideration. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist, and holders of such Dissenting Shares will be entitled only to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled right to receive only payment of the payment provided by appraised value of such Company Shares in accordance with the provisions of Section 262 of the DGCL with respect unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at DGCL. If, after the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands holder fails to perfect or approve any withdrawal of any effectively withdraws or loses such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Sharesright, such Dissenting Company Shares shall will thereupon be deemed to have treated as if they had been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration without any interest thereon and subject to any withholding of Taxes, and such Company Shares shall not be deemed to be Dissenting Shares. The Company shall give Parent prompt written notice of any written demand for appraisal pursuant to the DGCL received by the Company prior to the Effective Time, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and to the extent permitted under applicable Law, Parent shall have the right to participate in all negotiations and proceedings with respect to such Common Shares demands for appraisal prior to the Effective Time. Prior to the Effective Time, the Company shall not voluntarily make any payment, settle or Preferred Sharescompromise or offer to settle or compromise, as applicableor, pursuant in each case, agree to this Article IVdo any of the foregoing, with respect to any such demand without Parent’s prior written consent.