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 If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been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 -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 to the last sentence contrary herein, if any stockholder of this the Company that is entitled to assert appraisal rights properly demands appraisal rights in accordance with Delaware Law and complies with all conditions and obligations of Section 4.2(g)262 thereof, no and such perfected appraisal rights are not effectively withdrawn or lost, each Dissenting Share held by such Dissenting Stockholder shall not be entitled converted at the Effective Time into the right to receive the applicable Per Share Merger Consideration with respect to portion of the Dissenting Shares owned by such Dissenting Stockholderconsideration payable in the Merger, 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 rights as are granted by Delaware Law to a holder of Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands demand for appraisal received by the Company (or written threats thereof)prior to the Effective Time, any withdrawals of such 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 that relate to such demands, 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 appraisal rights, the Dissenting Shares held by such Dissenting 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 1.9(c), following the satisfaction of the applicable conditions set forth in Section 1.9(c), the amount of cash to which such holder would be entitled in respect thereof under 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 -24- 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 Notwithstanding anything to the last sentence contrary set forth in this Agreement, all shares of this Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly exercised such stockholder’s statutory rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 4.2(g)262 of the DGCL (“Dissenting Company Shares”) shall not be converted into, no Dissenting Stockholder or represent the right to receive, the Merger Consideration pursuant to Section 2.1 and Section 2.3. Any such stockholder shall be entitled to receive payment of the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by appraised value of such Dissenting StockholderCompany Shares in accordance with the provisions of Section 262 of the DGCL; provided, but insteadhowever, each that notwithstanding the foregoing, all Dissenting Stockholder Company Shares held by a stockholder who shall be entitled have failed to receive only the payment provided by perfect or who shall have effectively withdrawn or lost such stockholder’s statutory right to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL with respect shall thereupon be deemed 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 existhave been converted into, and such Dissenting Stockholder shall cease to have become exchangeable for, the right to receive the Merger Consideration, without any other rights with respect to interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Dissenting Sharesshares of Company Common Stock in the manner set forth in Section 2.3. The Company shall give Parent (ix) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)Company, any withdrawals of such demands demands, and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand Dissenting Company Shares and (y) the opportunity to direct and control all negotiations and proceedings with respect 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 the DGCLof Dissenting Company Shares. 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, appraisal or settle or offer to settle or settle any such demands or approve any withdrawal for payment in respect 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 Company 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 to the last sentence of this Section 4.2(g4.3(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. Notwithstanding the foregoing, if any Dissenting Shares 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 status, each such Dissenting Share shall automatically be converted into or shall be deemed to have been, as of the Effective Time, converted into, as applicable, and shall represent only the right to receive, the Per Share Merger Consideration in accordance with Section 4.1(a), after the surrender of the Certificate(s) or Book-Entry Shares, as applicable, representing such Shares in accordance with this Agreement. 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 Company’s stockholders’ 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 -24- 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 to the last sentence of this Section 4.2(g3.2(j), 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 existStockholder, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company Notwithstanding the foregoing, if any Dissenting Shares 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 status, each such Dissenting Share shall automatically be converted into or shall be deemed to have been, as of the Effective Time, converted into, as applicable, and shall represent only the right to receive, the Per Share Merger Consideration in accordance with Section 3.1(a), after the surrender of the Amedisys Certificate(s) or Book-Entry Shares, as applicable, representing such Dissenting Shares in accordance with this Agreement. Amedisys shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (appraisal, actual, attempted or written threats thereof), any purported withdrawals of such demands demands, and any other documents and instruments served pursuant to the DGCL and (or purportedly pursuant to) applicable Law that are received by Amedisys relating to the Company in respect Amedisys stockholders’ demands of any demand for appraisal under appraisal. Parent shall have 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 Amedisys 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 contrary, Company Interests held by Company Members who did not execute this Agreement in connection with the Merger, who comply with all of this Section 4.2(gthe relevant provisions of Sections 605.1006 and 605.1061-605.1072 of the LLC Act and have not effectively withdrawn, lost or failed to perfect any appraisal rights thereunder (the “Dissenting Interests”), no Dissenting Stockholder shall not be entitled converted into, or represent the right to receive receive, the applicable Per Share Merger Consideration with unless and until such Company Members shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the LLC Act. Any such Company Member who holds Dissenting Interests shall have only such rights in respect to of the Dissenting Shares owned by them as are provided by Sections 605.1006 and 605.1061-605.1072 of the LLC Act. If any such Dissenting Stockholder, but insteadCompany Member shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such Member’s Dissenting Stockholder Interests shall thereupon be entitled deemed to receive only the payment provided by Section 262 have been converted into and to have become exchangeable, 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 outstandingfor the right to receive the Merger Consideration without any interest thereon, shall automatically be cancelled and shall cease pursuant to exist, and such Dissenting Stockholder shall cease to have the terms of Section 2 of this Agreement. Any Party who receives any other rights notice with respect to such Dissenting Shares. The Company Interests shall give Parent (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 Membership Interests, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and LLC Act or otherwise received by the Company in relating to Company Members’ rights of appraisal under any applicable Law (including the LLC Act), and (b) the opportunity, at its own expense, to direct on behalf of Surviving Corporation 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 LLC Act. Neither the DGCL. The Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or deposit settle or offer to settle, any such demand for payment. No Company Member (other than a holder of Dissenting Interests), nor the Noteholders shall have any liability to any Party 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 rights asserted by Company Members holding 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, Interests pursuant to this Article IVSection 2.4, including under ARTICLE VIII.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Company Capital Stock in accordance with the DGCL or California Law, as applicable (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 4.2(g), no 1.5 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 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 appraised value of such demands and any other documents and instruments served pursuant to shares of Company Capital Stock held by them in accordance with the DGCL or California Law, as applicable, unless and received by the Company in respect of any demand for until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL and (ii) a reasonable opportunity or California Law, as applicable. All Dissenting Shares held by stockholders who shall have failed 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 the their right to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL with respect to any Dissenting Sharesor California Law, such Dissenting Shares as applicable (whether occurring before, at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of -24- the Effective Time, the right to receivereceive the Merger Consideration, without interest or duplicationinterest, attributable to such Dissenting Shares upon their surrender in the applicable Per Share Merger Consideration manner provided in Sections 1.5 and 1.8. (b) The Company shall give Parent prompt written notice of any demands by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company in connection with such demands, and the Company shall have the right to direct all negotiations and proceedings with respect to such Common Shares demands; provided that Parent shall have the right to participate in such negotiations and proceedings. The Company shall not, except with Parent’s prior written consent, not to be unreasonably withheld, delayed or Preferred Sharesconditioned, as applicablemake any payment with respect to, pursuant or settle or offer to this Article IVsettle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. Subject to the last sentence of this Section 4.2(g4.3(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, ; 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 existStockholder, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. Notwithstanding the foregoing, if any Dissenting Shares 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 status, each such Dissenting Share shall automatically be converted into or shall be deemed to have been, as of the Effective Time, converted into, as applicable, and shall represent only the right to receive, the Per Share Merger Consideration in accordance with Section 4.1(a), after the surrender of the Certificate(s) or Book-Entry Shares, as applicable, representing such Shares in accordance with this Agreement. 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 Company’s stockholders’ 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 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 to Any shares of PixelCam Common Stock held by shareholders of PixelCam who properly exercise and perfect the last sentence dissenters' appraisal rights set forth in Chapter 13 of this Section 4.2(g), no the GCL ("Dissenting Stockholder Shares") shall not be entitled converted into the right to receive Xxxxx Common Stock pursuant to Section 2.2 but shall instead be converted into 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 right to receive only the payment provided by Section 262 of the DGCL with respect such consideration as may be determined 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 due 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 Shares pursuant to the DGCL and received by provisions of the Company in respect GCL. PixelCam shall give Xxxxx prompt notice of any demand received by PixelCam for appraisal under of PixelCam Common Stock, and Xxxxx shall have the DGCL and (ii) a reasonable opportunity right to participate in and direct control all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCLsuch demand. The Company shall notPixelCam agrees that, except with the prior written consent of ParentXxxxx or as required under the GCL, it will not 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 demand for appraisal. Each holder of any such demandsDissenting Shares (a "Dissenting Shareholder") who, or agree, authorize or commit pursuant to do any the provisions of the foregoing. If any Dissenting Stockholder GCL, becomes entitled to payment of the value of shares of PixelCam Common Stock shall receive payment therefor (but only after the value therefor shall have effectively withdrawn been agreed upon or finally determined pursuant to the provisions of the GCL). In the event that any holder of shares of PixelCam Common Stock fails to make an effective demand for payment or otherwise waived loses his or lost the right under Section 262 of the DGCL with respect to any her status as a Dissenting SharesShareholder, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable forXxxxx shall, as of -24- the later of the Effective TimeTime or the occurrence of such event, issue and deliver, upon surrender by such Dissenting Shareholder of its Certificate or Certificates, the right to receiveshares of Xxxxx Common Stock and any cash payment in lieu of fractional shares, in each case without interest or duplicationthereon, to which such Dissenting Shareholder would have been entitled under Section 2.2 (less such Dissenting Shareholder's pro rata portion of the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Escrow 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 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 DGCL (the “Dissenting Stockholder Shares,” and the holders thereof 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 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 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 ParentParent (not to be unreasonably withheld, conditioned or delayed), 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 (x) 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 -24- the Effective Time, represent the right to receive, without interest or duplication, receive the applicable Common Per Share Merger Consideration with respect to such Common Shares or Preferred SharesConsideration, as applicableapplicable (subject to adjustment as provided in Section 3.4 hereof), pursuant in accordance with Sections 3.1 and 3.2, and (y) promptly following the occurrence of such event, Parent shall remit to this Article IVthe Paying Agent the portion of the Merger Consideration (subject to adjustment as provided in Section 3.4 hereof) to which such holder is entitled.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Two Trees Stock that are outstanding immediately prior to the Effective Time and which are held by Two Trees Stockholders who have exercised and perfected appraisal rights for such shares of Two Trees Stock in accordance with the DGCL (collectively, the “Two Trees Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 4.2(g), no 2.07 attributable to such Two Trees Dissenting Stockholder Shares. Such Two Trees 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 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 appraised value of such demands shares of Two Trees Stock held by them in accordance with the DGCL, unless and any other documents and instruments served pursuant until such Two Trees Stockholders fail to the DGCL and received by the Company in respect of any demand for perfect or effectively withdraw or otherwise lose their 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 rights under the DGCL. The Company All Two Trees Dissenting Shares held by Two Trees Stockholders who shall not, except with the prior written consent of Parent, voluntarily make any payment have failed to 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 the their right to appraisal of such shares of Two Trees Stock under Section 262 of the DGCL with respect to any Dissenting Shares(whether occurring before, such Dissenting Shares at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of -24- the Effective Time, the right to receivereceive the Merger Consideration, without interest or duplicationinterest, attributable to such Two Trees Dissenting Shares upon their surrender in the applicable Per Share Merger Consideration manner provided for herein. (b) Two Trees shall give the Company prompt written notice of any demands by dissenting stockholders received by Two Trees, withdrawals of such demands and any other instruments served on Two Trees and any material correspondence received by Two Trees in connection with such demands, and the Company shall have the right to direct all negotiations and proceedings with respect to such Common Shares demands; provided that Two Trees shall have the right to participate in such negotiations and proceedings. Two Trees shall not, except with the Company’s prior written consent, voluntarily make any payment with respect to, or Preferred Sharessettle or offer to settle, as applicableany such demands, pursuant or approve any withdrawal of any such demands or agree to this Article IVdo any of the foregoing.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no any Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by a stockholder (each, a “Dissenting Stockholder shall be Stockholder”) who is entitled to receive the applicable Per Share Merger Consideration exercise, and properly exercises, dissenter’s rights with respect to such shares pursuant to, and who complies in all respects with, 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 (collectively, the “Dissenting Shares”) shall not be converted into or exchangeable for or represent the right to receive the Merger Consideration (except as provided in this Section 2.4) and shall entitle such Dissenting Stockholder only to payment of the fair value of such Dissenting Shares as may be determined to be due to the holder of such Dissenting Shares in accordance with respect Section 262 of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses (through failure to perfect or otherwise) the right to appraisal. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost (through failure to perfect or otherwise) the right to appraisal, then as of the later of the Effective Time or the occurrence of such event, the Dissenting Shares owned held by such Dissenting Stockholder and it being understood each Right attached thereto shall be cancelled and acknowledged that at converted into and represent the right to receive, without any interest thereon, the Merger Consideration in accordance with Article II hereof, less applicable withholding Taxes, if any, required to be withheld (as contemplated by Section 2.2(i)), any cash in lieu of fractional shares of Buyer Common Stock to which the holders of such Certificates or Book-Entry Company Shares are entitled pursuant to Section 2.2(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.2(c). From and after the Effective Time, such Dissenting Shares shall no longer not be outstanding, shall automatically entitled to vote for any purpose or 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 entitled to the DGCL and received by payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to 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 DGCLEffective Time). The Company shall not, except with the prior written consent of Parentthe Buyer, voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or deposit settle or offer to settle, or otherwise negotiate with, any Dissenting Stockholder regarding its exercise of dissenter’s rights prior to the Effective Time. The Company shall give the Buyer notice of any such demands prior to the Effective Time, and the Buyer shall have the right to participate in all negotiations and proceedings with respect to any demands for appraisalsexercise by any stockholder of dissenter’s rights. For the avoidance of doubt, 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 terms “Company Shares” and “Dissenting Shares,” as used in this Section 2.4, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of -24- not include 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 IVRights.

Appraisal Rights. Subject Notwithstanding anything to the last sentence of this Section 4.2(g)contrary contained herein, no any Dissenting Stockholder Shares shall not be entitled converted into the right to receive the applicable Per Share portion of the Merger Consideration 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 pursuant to Delaware Law. Each holder of Dissenting StockholderShares who, but insteadpursuant to Delaware Law, each Dissenting Stockholder shall be becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law (but only after the payment provided by Section 262 of the DGCL with respect value therefor shall have been agreed upon or finally determined pursuant to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at provisions). If, after the Effective Time, such any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstanding, shall automatically be cancelled and shall cease deemed to existhave converted at the Effective Time into the right to receive the applicable portion of the Merger Consideration in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.4(a), following the satisfaction of the applicable conditions set forth in Section 1.4(a), the applicable portion of the Merger Consideration as if such 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 provide to Acquirer prompt written notice of, and copies of, of any written demands for appraisal rights or purchase received by the Company (or written threats thereof)Company, any withdrawals of such demands and any other documents and instruments related to such demands served pursuant to the DGCL Delaware Law and received by the Company in respect of any demand for appraisal under Company, and Acquirer 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 such demands under the DGCLDelaware Law after reasonable consultation with the Company (if prior to the Closing). The Company shall not, except with the prior written consent of ParentAcquirer, or as otherwise required under the Delaware Law, 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 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. Subject to Section 8.2, such the payout of consideration under this Agreement to the Company Stockholders (other than in respect of Dissenting Shares Shares, which shall be deemed to have been converted into, treated as provided in this Section 1.3(h) and to have become exchangeable for, as under Delaware Law) shall not be affected by the exercise or potential exercise of -24- appraisal rights under 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 IVDelaware Law by any other Company Stockholder.

Appraisal Rights. Subject Notwithstanding any provision of this Agreement to the last sentence contrary, any issued and outstanding shares of Company Common Stock held by persons who have exercised and perfected appraisal rights for such shares of Company Common Stock in accordance with Section 262 of the DGCL (“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 Estimated Merger Consideration and any other amounts payable under this Section 4.2(g), no Article III attributable to such Dissenting Stockholder Shares. Such stockholders shall be entitled to receive payment of the applicable Per Share Merger Consideration appraised value of such shares of Company Common Stock 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 Section 262 of the DGCL with respect DGCL, unless and until such stockholders fail to perfect, effectively withdraw or otherwise lose their appraisal rights under the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at DGCL. Notwithstanding the foregoing, if any dissenting stockholder shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then as of the Effective 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 Estimated Merger Consideration and any other amounts payable under this Article III, 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 3.7. The Company shall give provide Parent (ia) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by or payment of the fair value of any shares of Company (or written threats thereof)Capital Stock, any withdrawals 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 Company, and (iib) 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 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 to the last sentence of this Section 4.2(g)contrary contained herein, no any Dissenting Stockholder Shares shall not be entitled converted into the right to receive the applicable Per Share Merger Consideration portion of the Purchase Price set forth in Section 1.9, 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 pursuant to Delaware Law or California Law. Each holder of Dissenting StockholderShares who, but insteadpursuant to the provisions of Delaware Law or California Law, each Dissenting Stockholder shall be becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law or California Law (but only after the payment provided by Section 262 of the DGCL with respect value therefor shall have been agreed upon or finally determined pursuant to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at provisions). If, after the Effective Time, such any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstanding, shall automatically be cancelled and shall cease deemed to existhave converted at the Effective Time into the right to receive the amounts payable pursuant to Section 1.9 in respect of such shares as if such shares never had been Dissenting Shares, and Acquiror shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.14, following the satisfaction of the applicable conditions set forth in Section 1.14, the applicable portion of the Purchase Price 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 provide to Acquiror (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal or purchase received by the Company (or written threats thereof)Company, any withdrawals of such demands and any other documents and instruments related to such demands served pursuant to the DGCL Delaware Law or California Law and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity the right 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 proceedings with respect to such Common Shares demands under Delaware Law or Preferred California Law. Subject to Section 8.1, the payout of consideration under this Agreement to the Effective Time Holders (other than in respect of Dissenting Shares, which shall be treated as applicable, pursuant to provided in this Article IVSection 1.16 and under Delaware Law or California Law) shall not be affected by the exercise or potential exercise of appraisal rights or dissenters’ rights under Delaware Law or California Law by any other Company Stockholder.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this NitroMed Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of NitroMed Common Stock in accordance with the DGCL (collectively, the "Dissenting Shares") shall not be converted into or represent the right to receive the Merger Consideration described in Section 4.2(g), no 1.5(a)(ii) attributable to such Dissenting Stockholder Shares. Such stockholders shall be entitled to receive payment of the applicable Per Share Merger Consideration appraised value of such shares of NitroMed Common Stock held by them in accordance with respect the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares owned held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 shares of NitroMed Common Stock under the DGCL with respect shall thereupon be deemed to the Dissenting Shares owned by such Dissenting Stockholder be converted into and it being understood and acknowledged that at to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration attributable to 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 upon their surrender in the manner provided in Section 1.8. (b) NitroMed shall give Parent Deerfield (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal by dissenting stockholders received by the Company (or written threats thereof)NitroMed, any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL on NitroMed and any material correspondence received by the Company NitroMed in respect of any demand for appraisal under the DGCL connection with such demands 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 NitroMed shall not, except with the prior written consent of ParentDeerfield, 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 -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 to the last sentence of this Section 4.2(g)contrary contained herein, no any Dissenting Stockholder Shares shall not be entitled converted into the right to receive the applicable Per Share portion of the Merger Consideration 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 pursuant to the DGCL. Each holder of Dissenting StockholderShares who, but insteadpursuant to the DGCL, each Dissenting Stockholder shall be becomes entitled to payment thereunder for such shares shall receive only payment therefor in accordance with the payment provided by Section 262 applicable provisions of the DGCL with respect (but only after the value therefor shall have been agreed upon or finally determined pursuant to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at provisions). If, after the Effective Time, such any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstanding, shall automatically be cancelled and shall cease deemed to existhave converted at the Effective Time into the right to receive the applicable portion of the Merger Consideration in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.4(a), following the satisfaction of the applicable conditions set forth in Section 1.4(a), the applicable portion of the Merger Consideration as if such 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 provide to Acquirer prompt written notice of, and copies of, of any written demands for appraisal or purchase received by the Company (or written threats thereof)in writing, any withdrawals of such demands and any other documents and instruments related to such demands 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 DGCLCompany. The Company shall not, except with the prior written consent of ParentAcquirer (which consent shall not be unreasonably withheld, conditioned or delayed), or as otherwise required under the DGCL, 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 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, in each case, to the extent such payment, offer or settlement involves any obligations by or on behalf of the Company or any Subsidiary that could reasonably be expected to survive the Closing. Subject to Section 8.2, the payout of consideration under this Agreement to the Company Securityholders (other than in respect of Dissenting Shares Shares, which shall be deemed to have been converted into, treated as provided in this Section 1.3(e) and to have become exchangeable for, as under the DGCL) shall not be affected by the exercise or potential exercise of -24- appraisal rights under 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 IVDGCL by any other Company Stockholder.

Appraisal Rights. Subject (a) Notwithstanding anything to the last sentence contrary contained in this Agreement, Appraisal Shares (as defined in Section 1.8(c)) shall not be converted into or represent the right to receive Parent Common Stock in accordance with Section 1.5(a) (or cash in lieu of this fractional shares in accordance with Section 4.2(g1.5(d)), no Dissenting Stockholder and each holder of Appraisal Shares shall be entitled only to receive the applicable Per Share Merger Consideration such rights with respect to the Dissenting such Appraisal Shares owned by as may be granted to such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by holder in Section 262 of the DGCL with respect and (if the Company is subject to Section 2115 of the Dissenting Shares owned by California Corporations Code) such Dissenting Stockholder rights as may be granted to such holder in Chapter 13 of the California General Corporation Law. From and it being understood and acknowledged that at after the Effective Time, such Dissenting a holder of Appraisal Shares shall no longer be outstanding, shall automatically be cancelled not have and shall cease not be entitled 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 exercise any of the foregoingvoting rights or other rights of a stockholder of the Surviving Corporation. If any Dissenting Stockholder holder of Appraisal Shares shall have effectively withdrawn fail to perfect or shall waive, rescind, withdraw or otherwise waived or lost the lose such holder's right of appraisal under Section 262 of the DGCL and such holder's rights (if any) under Chapter 13 of the California General Corporation Law, then (i) any right of such holder to require the Company to purchase the Appraisal Shares for cash shall be extinguished and (ii) such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) Parent Common Stock in accordance with Section 1.5(a) (and cash in lieu of any fractional share in accordance with Section 1.5(d)). (b) The Company (i) shall give Parent prompt written notice of any demand by any stockholder of the Company for appraisal of such stockholder's shares of Company Capital Stock pursuant to the DGCL and of any other notice, demand or instrument delivered to the Company pursuant to the DGCL or the California General Corporation Law, and (ii) shall give Parent's Representatives the opportunity to participate in all negotiations and proceedings with respect to any Dissenting Sharessuch notice, such Dissenting Shares demand or instrument. The Company 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 not make any payment or duplication, the applicable Per Share Merger Consideration settlement offer with respect to any such Common Shares notice or Preferred demand unless Parent shall have consented in writing to such payment or settlement offer. (c) For purposes of this Agreement, "Appraisal Shares" shall refer to any shares of Company Capital Stock outstanding immediately prior to the Effective Time that (i) are held by stockholders who are entitled to demand and who properly demand appraisal of such shares pursuant to, as applicableand who comply with the applicable provisions of, pursuant Section 262 of the DGCL or (ii) are or may become "dissenting shares" within the meaning of Chapter 13 of the California General Corporation Law. Notwithstanding anything to the contrary contained in this Article IVAgreement, no holder of any shares of Company Capital Stock shall be entitled to exercise any rights under Chapter 13 of the California General Corporation Law unless the Company is subject to Section 2115 of the California Corporations Code.

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 that are held by a holder who has not voted in favor of this the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Section 4.2(g), no 262 of the DGCL (the "Dissenting Stockholder Shares") shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from 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 Surviving Corporation with respect to such Dissenting SharesShares as shall be determined pursuant to Section 262 of the DGCL; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder's right to appraisal and payment under the DGCL, each such Share held by such holder shall thereupon be deemed to have been cancelled and converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give 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), for appraisals of any Shares and attempted withdrawals of such demands and any other documents and instruments served pursuant to Section 262 of the DGCL and received by the Company relating to rights to be paid the "fair value" of Dissenting Shares, as provided in respect Section 262 of any demand for appraisal under the DGCL DGCL, and (ii) a reasonable opportunity Parent shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment or deposit with respect to any demands for appraisalsappraisals of 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 -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 (a) Notwithstanding anything to the last sentence contrary contained in this Agreement, shares of Company Stock that are issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and is entitled to demand and properly demands an appraisal of such shares in accordance with, and who complies in all respects with, Section 4.2(g262 of the DGCL (any such shares being referred to as “Dissenting Shares”), no Dissenting Stockholder shall not be entitled converted into or represent the right to receive the applicable Per Share Merger Consideration in accordance with respect Section 3.01, and the holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. At the Effective Time, the Dissenting Shares owned shall no longer be outstanding and shall automatically be canceled and shall cease to exist. (b) If any Dissenting Shares shall lose their status as such (through failure to perfect, waiver by such Dissenting Stockholderthe holder, but insteadwithdrawal or otherwise, each Dissenting Stockholder shall be or if a court of competent jurisdiction determines that the holder is not entitled to receive only the payment relief provided by Section 262 of the DGCL DGCL), then, as of the later of the Effective Time or the date of loss of such status, such shares shall be treated as if they had automatically been converted into, and have become exchangeable for, the right to receive the Per Share Merger Consideration in accordance with respect Section 3.01, without interest thereon. (c) The Company shall give Acquiror prompt notice of (i) any written demand for appraisal pursuant to the Dissenting Shares owned DGCL received by such Dissenting Stockholder and it being understood and acknowledged that at the Company 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, 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) any withdrawal of any such demand. Acquiror shall have a reasonable opportunity to participate in and direct all negotiations and Proceedings Actions with respect to any such demand for appraisal under the DGCLappraisal. The Company shall not, except with the prior written consent of ParentAcquiror, voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal 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 -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 IVdemand.

Appraisal Rights. Subject (a) Notwithstanding any provision of 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 Company Capital Stock held by a holder who has demanded and perfected appraisal rights for 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 Delaware Law or, to the Dissenting Shares owned by such Dissenting Stockholder extent applicable, dissenters' rights in accordance with Chapter 13 of California Law and it being understood and acknowledged that at who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("DISSENTING SHARES"), shall not be converted into or represent a right to receive Parent Common pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by Delaware Law or California Law, as the case may require. From and after the Effective Time, a holder of Dissenting Shares shall no longer not be outstandingentitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. (b) Notwithstanding the provisions of subsection (a), if any holder of shares of Company Capital Stock who either demands appraisal of such shares under Delaware Law or exercises dissenters' rights in accordance with Chapter 13 of California Law, shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal or dissent, as the case may require, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be cancelled converted into and shall cease represent only the right to existreceive Parent Common and cash in lieu of fractional shares as provided in Section 1.6, and as the case may be, without interest thereon, upon surrender of the certificate representing such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. shares of Company Capital Stock. (c) 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 (Capital Stock or written threats thereof)exercise of dissenters' rights with respect to such shares, any withdrawals of such demands or exercises, and any other documents and instruments served pursuant to the DGCL Delaware Law or California Law and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable the opportunity to participate in manage and direct in all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under Delaware Law or the DGCLexercise of dissenters' rights under California Law. The Company shall not, except with the prior written consent of Parent, (i) voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal of or the exercise of dissenters' rights with respect to capital stock of the Company or (ii) 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 IVexercises.

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 -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 IVdissenters’ rights.

Appraisal Rights. Subject Notwithstanding anything contained herein to the last sentence of this Section 4.2(g)contrary, no any Dissenting Stockholder Shares shall not be entitled converted into the right to receive the applicable Per Share Merger Consideration consideration provided for in Section 1.8(a) or Section 1.8(b), as applicable, 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 pursuant to Delaware Law. Each holder of Dissenting StockholderShares who, but insteadpursuant to the provisions of Delaware Law, each Dissenting Stockholder shall be becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law (but only after the payment provided by Section 262 of the DGCL with respect value therefor shall have been agreed upon or finally determined pursuant to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at provisions). If, after the Effective Time, such any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstandingconverted into the right to receive the consideration payable pursuant to Section 1.8(a) or Section 1.8(b), shall automatically be cancelled and shall cease to existas applicable, in respect of such shares as if such shares never had been Dissenting Shares, and Acquiror shall pay and deliver (or cause to be paid and delivered) to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.9, following the satisfaction of the applicable conditions set forth in Section 1.9, the amount of cash and the number of shares of Acquiror Common Stock to which such Dissenting Stockholder shall cease to have any other rights with holder would be entitled in respect to thereof under Section 1.8(a) or Section 1.8(b), as applicable, as if such shares of Company Capital Stock never had been Dissenting Shares. The Company shall give Parent (i) reasonably Acquiror prompt written notice of, and copies of, of any written demands for appraisal or purchase received by the Company (or written threats thereof)Company, 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 Company, and Acquiror 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 demands for appraisal or purchase under the DGCLDelaware Law. The Company shall not, except with the prior written consent of ParentAcquiror, or as otherwise required under Delaware Law, 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 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. The payout of consideration under this Agreement to the Company Securityholders in accordance with this Section 1.8 (other than to holders of Dissenting Shares who shall be treated as provided in this Section 1.8(j) and under Delaware Law) shall not be affected by the exercise or potential exercise of appraisal rights or dissenters’ rights under Delaware Law by any other Company Securityholder. Notwithstanding the foregoing, to the extent that Acquiror, the Surviving Corporation, or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the value of all the shares of Acquiror Common Stock and/or cash that otherwise would have been owed in respect of such shares in accordance with this Agreement or (ii) incurs any Losses (including reasonable attorneys’ and reasonable consultants’ fees, costs and expenses and including any such reasonable fees, costs and expenses incurred in connection with investigating, defending against or settling any action or proceeding) in respect of any Dissenting Shares (excluding payments for such shares) ((i) and (ii) together “Dissenting Share Payments”), Acquiror shall be entitled to recover under the terms of Article VIII hereof the amount of 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 IVPayments.

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, any such Dissenting holder fails to perfect or effectively withdraws or loses such right, such Company Shares shall no longer will thereupon be outstandingtreated as if they had been converted into and have become exchangeable for, shall automatically be cancelled as of the Effective Time, the right to receive the Merger Consideration without any interest thereon and shall cease subject to existany withholding of Taxes, and such Dissenting Stockholder Company Shares shall cease not be deemed to have any other rights with respect to such be Dissenting 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)prior to the Effective Time, 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 Dissenting Shares, and to the extent permitted under applicable Law, 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 such demands for appraisal under prior to the DGCLEffective Time. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, not voluntarily make any payment payment, settle or deposit with respect to any demands for appraisals, compromise or offer to settle or settle any such demands or approve any withdrawal of any such demandscompromise, 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 -24- 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 Notwithstanding anything to the last sentence of this Section 4.2(g)contrary contained herein, no any Dissenting Stockholder Shares shall not be entitled converted into the right to receive the applicable Per Share portion of the Merger Consideration 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 pursuant to Delaware Law or California Law. Each holder of Dissenting StockholderShares who, but insteadpursuant to the provisions of Delaware Law or California Law, each Dissenting Stockholder shall be becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law or California Law (but only after the payment provided by Section 262 of the DGCL with respect value therefor shall have been agreed upon or finally determined pursuant to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at provisions). If, after the Effective Time, such any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstanding, shall automatically be cancelled and shall cease deemed to existhave converted at the Effective Time into the right to receive the applicable portion of the Merger Consideration in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.4(a), following the satisfaction of the applicable conditions set forth in Section 1.4(a), the applicable portion of the Merger Consideration as if such Dissenting Stockholder shall cease to have any other rights with respect to such shares never had been Dissenting Shares. The Company or Stockholder Agent shall give Parent provide to Acquirer (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal or purchase received by the Company (or written threats thereof)Stockholder Agent, any as applicable, withdrawals of such demands and any other documents and instruments related to such demands served pursuant to the DGCL Delaware Law or California Law and received by the Company in respect of any demand for appraisal under the DGCL or Stockholder Agent, as applicable 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 or California Law. The Company (prior to the Effective Time) or the Stockholder Agent (after the Effective Time), as applicable shall not, except with the prior written consent of ParentAcquirer, or as otherwise required under Delaware Law or California Law, voluntarily make any payment or 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 Dissenting Shares unless such demands, payment is (1) equal to or agree, authorize or commit to do any greater than the applicable portion of the foregoingMerger Consideration such shares otherwise would have been entitled to or (2) subject to the Converting Holders’ indemnification obligations hereunder. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL payments are made with respect to any Dissenting SharesShares pursuant to this Section 1.3(f) that are greater than the applicable portion of the Merger Consideration such shares otherwise would have been entitled to pursuant to Section 1.3(a)(i), such Dissenting Shares difference shall be deemed Indemnifiable Damages for purposes of Article VIII. Subject to have been converted into, and to have become exchangeable for, as of -24- the Effective TimeSection 8.2, the right payout of consideration under this Agreement to receive, without interest or duplication, the applicable Per Share Merger Consideration with Converting Holders (other than in respect to such Common Shares or Preferred of Dissenting Shares, which shall be treated as applicable, pursuant to provided in this Article IVSection 1.3(f) and under Delaware Law or California Law) shall not be affected by the exercise or potential exercise of appraisal rights or dissenters’ rights under Delaware Law or California Law by any other Company Stockholder.

Appraisal Rights. Subject If any holders of CAG Common Stock exercise appraisal rights in connection with the Merger under California Law, any shares of CAG Common Stock with respect to which such rights have been duly demanded and perfected (“Dissenting Shares”) shall not be converted into the last sentence of this Section 4.2(g), no Dissenting Stockholder shall be entitled right to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, consideration described in Sections 2.5 and 2.6 but instead, each Dissenting Stockholder shall be entitled converted into the right to receive only the payment provided by Section 262 of the DGCL with respect such consideration as may be determined 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 due 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 Shares pursuant to the DGCL and received by the Company in respect California Law. CAG shall give Zhone prompt notice of any demand received by CAG for appraisal under of or payment for CAG Common Stock, and Zhone 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 demand. The Company shall notCAG agrees that, except with the prior written consent of ParentZhone, or as required under the California Law, it will not 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 demand for appraisal or approve any withdrawal payment. Each holder of Dissenting Shares (a “Dissenting Shareholder”) who, pursuant to the provisions of the California Law, becomes entitled to payment of the fair value of any such demands, or agree, authorize or commit to do any shares of CAG Common Stock shall receive payment therefor (but only after the foregoing. If any Dissenting Stockholder fair value therefor shall have effectively withdrawn been agreed upon or finally determined pursuant to such provisions). In the event that any holder of any shares of CAG Common Stock fails to make an effective demand for payment or otherwise waived or lost the right under Section 262 of the DGCL with respect to any loses his status as a Dissenting SharesShareholder, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable forZhone shall, as of -24- the later of the Effective TimeTime of the Merger or the occurrence of such event, issue and deliver, upon surrender by such Dissenting Shareholder of his certificate or certificates representing shares of CAG Common Stock, the right consideration to receive, without interest or duplication, which such Dissenting Shareholder would have been entitled to under Sections 2.5 and 2.6 of this Agreement and the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVAgreement of Merger.

Appraisal Rights. Subject No appraisal rights are available to the last sentence holders of this Section 4.2(g)Shares in connection with the Offer. However, no Dissenting Stockholder shall be entitled to receive if the applicable Per Share Merger Consideration with respect is effected, the holders of Shares immediately prior to the Dissenting Effective Time who (i) did not tender their Shares owned by such Dissenting Stockholderin the Offer, but instead, each Dissenting Stockholder shall be entitled to receive only (ii) follow the payment provided by procedures set forth in 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 (iiii) 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 do not thereafter withdraw their demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate of such Shares or otherwise lose their appraisal rights, in and direct all negotiations and Proceedings each case in accordance with respect to any demand for appraisal under the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, as determined by such court. 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 “fair value” of any such demandsShares could be based upon considerations other than, or agreein addition to, authorize the price paid in the Offer and the market value of such Shares. Holders of Shares should recognize that the value so determined could be higher or commit lower than, or the same as, the Offer Price or the consideration payable in the Merger (which is equivalent in amount to do any the Offer Price) and that an investment banking opinion as to the fairness, from a financial point of view, of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or consideration payable in a sale transaction, such as the Offer and the Merger, is not an opinion as to, and does not otherwise waived or lost the right address, “fair value” under Section 262 of the DGCL with respect DGCL. Moreover, we may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such Shares is less than such amount. Table of Contents Under Section 262 of the DGCL, where a merger is approved under Section 251(h), either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, is required to notify each of the holders of any Dissenting Sharesclass or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCL. The Schedule 14D-9 will constitute the formal notice of appraisal rights under Section 262 of the DGCL. As will be described more fully in the Schedule 14D-9, if a stockholder elects to exercise appraisal rights under Section 262 of the DGCL, such Dissenting stockholder must do all of the following: • within the later of the consummation of the Offer and 20 days after the mailing of the Schedule 14D-9, deliver to Nanosphere a written demand for appraisal of Shares shall be deemed to have been converted intoheld, which demand must reasonably inform Nanosphere of the identity of the stockholder and to have become exchangeable for, as that the stockholder is demanding appraisal; • not tender their Shares in the Offer; and • continuously hold of -24- record Shares from the date on which the written demand for appraisal is made through 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 contrary, shares of this Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Company Capital Stock in accordance with the DGCL or Chapter 13 of California Law, as applicable, (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 4.2(g), no 1.5 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 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 appraised value of such demands and any other documents and instruments served pursuant to shares of Company Capital Stock held by them in accordance with the DGCL or California Law, as applicable, unless and received by the Company in respect of any demand for until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL and (ii) a reasonable opportunity or California Law. All Dissenting Shares held by stockholders who shall have failed 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 the their right to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL with respect to any Dissenting Sharesor California Law (whether occurring before, such Dissenting Shares at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of -24- the Effective Time, the right to receivereceive the Merger Consideration, without interest or duplicationinterest, attributable to such Dissenting Shares upon their surrender in the applicable Per Share Merger Consideration manner provided in Sections 1.5 and 1.8. (b) The Company shall give Parent prompt written notice of any demands by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company in connection with such demands, and the Company shall have the right to direct all negotiations and proceedings with respect to such Common Shares demands; provided that Parent shall have the right to participate in such negotiations and proceedings. The Company shall not, except with Parent’s prior written consent, not to be unreasonably withheld, delayed or Preferred Sharesconditioned, as applicablemake any payment with respect to, pursuant or settle or offer to this Article IVsettle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. Subject Notwithstanding anything to the last sentence contrary contained herein, if any stockholder of this Section 4.2(g), no Dissenting Stockholder shall be the Company that is entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting assert appraisal rights properly demands appraisal of Shares owned held by such Dissenting Stockholderholder in accordance with, but insteadand complies with all conditions and obligations of, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL DGCL, including that such perfected appraisal rights are not effectively withdrawn or lost with respect to the such Shares, each Dissenting Shares owned Share held by such Dissenting Stockholder and it being understood and acknowledged that shall not be converted at the Effective TimeTime into the right to receive the Per Share Merger Consideration, such Dissenting Shares but 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 entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares. 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 the DGCL 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 received by the Company in respect of any demand for appraisal under the DGCL Company, and (ii) a reasonable the opportunity to participate in and direct control all negotiations and Proceedings proceedings with respect to any demand for appraisal such demands under the DGCLDGCL consistent with the obligations of the Company thereunder. 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 demands, or agree, authorize or commit to do any of the foregoingDissenting Shares. If any Dissenting Stockholder shall have fails to perfect or effectively withdrawn withdraws or otherwise waived or lost loses the right under Section 262 of the DGCL to seek appraisal rights with respect to any Dissenting Shares, such Dissenting Shares shall immediately be deemed to have been converted into, and to have become exchangeable for, as of -24- the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with in respect of 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 1.3(b), following the satisfaction of the applicable conditions set forth in Section 1.3(b), the amount of cash to which such holder would be entitled in respect thereof under Section 1.2(a) as if such Shares never had been Dissenting Shares (and all such cash shall be deemed for all purposes of this Agreement to have become deliverable to such Common Shares or Preferred Shares, as applicable, holder pursuant to this Article IVSection 1.3(b)).

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary and to the extent available under the DGCL, shares of this Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any holder who shall not have consented in writing or voted in favor of the Merger and who is entitled to, and shall have demanded properly in writing, appraisal for such shares of Company Common Stock in accordance with Section 4.2(g)262 of the DGCL (collectively, no Dissenting Stockholder the “Appraisal Shares”, and each holder of Appraisal Shares, an “Appraisal Stockholder”) shall not be converted into, or represent the right to receive, the Per Share Closing Payment or any Escrow Payments. Such Appraisal Stockholders shall be entitled to receive payment of the applicable Per Share Merger Consideration appraised value of such Appraisal Shares held by them in accordance with respect the provisions of such Section 262 of the DGCL, except that all Appraisal Shares held by Appraisal Stockholders who shall have failed to the Dissenting perfect or who effectively have withdrawn or lost their rights to appraisal of such Appraisal Shares owned by under 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 shall thereupon be deemed to the Dissenting Shares owned by such Dissenting Stockholder have been converted into, and it being understood and acknowledged that at to have become exchangeable for, as of the Effective Time, such Dissenting Shares shall no longer be outstandingthe right to receive the Per Share Closing Payment and the Per Share Escrow Payments in the manner provided in this Article III, 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. without interest. (b) The Company shall give provide Parent with (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received after receipt by the Company (or written threats thereof)of any demands for appraisal, any withdrawals of such demands 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 Company, and (ii) a reasonable the opportunity to participate at its own expense 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 payments 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 -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 to the last sentence contrary herein, if any stockholder of this the Company that is entitled to assert appraisal rights properly demands to be paid the “fair value” of such holder’s shares of Company Capital Stock in accordance with Delaware Law and complies with all conditions and obligations of Section 4.2(g)262 thereof, no meaning such perfected appraisal rights are not effectively withdrawn or lost, each Dissenting Share held by such Dissenting Stockholder shall not be entitled converted at the Effective Time into the right to receive the applicable Per Share Merger Consideration with respect to portion of the Dissenting Shares owned by such Dissenting Stockholderconsideration payable in the Merger, 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 rights as are granted by Delaware Law to a holder of Dissenting Shares. 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 Stockholder Meeting, any withdrawals of such 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 appraisal rights, the Dissenting Shares held by such Dissenting 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 1.9(c), following the satisfaction of the applicable conditions set forth in Section 1.9(c), the amount of cash to which such holder would be entitled in respect thereof under 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 -24- 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 Cayman Islands Companies Law, the Company's Articles of Association, the Company's Memorandum of Association or the Offer provides for appraisal or other similar rights. Under Section 88(1) of the Companies Law, if the Offeror acquires (or receives unconditional acceptances of the Offer in respect of) at least 90% in value of the Shares within four months after the commencement of the Offer, then it may give notice ("Notice") at any time within two months following the expiration of the four-month period to any Dissenting Shareholder that it desires to acquire 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 held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only Shareholder on the payment provided by Section 262 terms of the DGCL with respect Offer. Each Dissenting Shareholder will then have one month from the date the Notice has been given to make an application to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at Court for an order (an "Order") preventing 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 Offeror from so acquiring his or her Shares. The Company shall give Parent (i) reasonably prompt written notice ofIf the application is not timely made, and copies of, any written demands for appraisal received by upon the Offeror transmitting a copy of the Notice to the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant paying the applicable per Share price to the DGCL and received by Company, the Company will be required to register the Offeror as the holder of those Shares. Any sums paid to the Company in respect of Shares to be acquired from Dissenting Shareholders are required to be held by the Company in trust for and, upon proof of identity and entitlement, paid over to the Dissenting Shareholders. THE FOREGOING SUMMARY OF THE RIGHTS OF OBJECTING HOLDERS DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE PROCEDURES THAT MAY BE FOLLOWED BY HOLDERS IN RESPECT OF A COMPULSORY ACQUISITION. The provisions of the Companies Law are complex and technical in nature. Holders may wish to consult their own counsel in respect of these matters. Plans for Anangel After Completion of the Offer. Subject to certain matters described below, the Offeror currently expects that following the Offer the business and operations of Anangel will continue as currently conducted. Superior Navigation intends that Anangel's operations will cxxxxxxx to be managed by its existing executive officers. Upon completion of the Offer, the interest of Superior Navigation in Anangel's net book value anx xxx xarnings will be in proportion to the number of Shares owned by Superior Navigation. If the Compulsory Acquisition is successfully consummated, Superior Navigation's interest in such items and in Anangel's equity will equal 100%, and Superior Navigation will be entitled to all benefits resulting from such interest, including all income generated by Anangel's operations and anx xxxxxe increase in Anangel's value. Similarly, xxxxx completion of the Offer and/or a Compulsory Acquisition, Superior Navigation will bear its proportionate share of any demand losses generated by Anangel and any future decrease in the value of Anangel. Based on Anangel's results for appraisal under the DGCL fxxxxx xear ended December 31, 2000, upon successful completion of the Offer and (ii) Compulsory Acquisition, the Angelicoussis family interexxx xxxxxxxxxl share in Anangel's net book value anx xxx xarnings would increase from approximately 81% to 100% or by approximately $51,619,200 and $5,397,710, respectively. Subsequent to a reasonable successful consummation of a Compulsory Acquisition, current shareholders of Anangel not controlled by Angelicoussis family interexxx xxxx xxxxe to have any equity interest in Anangel, will not have the opportunity to participate in the earnings and direct all negotiations growth of Anangel and Proceedings with respect will not have any right to any demand for appraisal vote on corporate matters. Similarly, current shareholders will not face the risk of losses generated by Anangel's operations or decxxxx xx Anangel's value after the consummation of the Compulsory Acquisition. If the Offer is completed but a Compulsory Acquisition is not undertaken or completed, the current shareholders of Anangel who have not tendered their Shares in the Offer will have a proportionate share of the equity interests in Anangel and a proportionate participation in the earnings and growth of Anangel and in its losses or declines in value. The ADSs are currently traded on the Nasdaq and the Class A Shares on the Luxembourg Stock Exchange. Following consummation of the Offer and the Compulsory Acquisition, the ADSs will no longer be listed on the Nasdaq or the Ordinary Shares on the Luxembourg Stock Exchange, and the registration of the ADSs under the DGCLExchange Act will likely be terminated. The Company shall notAccordingly, except there will be no publicly traded equity securities of Anangel outstanding and Anangel will no longer be required to file periodic reports with the prior written consent SEC. See "The Offer - Effect of Parentthe Offer on the Market for the ADSs and Ordinary Shares" in this Offer. Except as otherwise discussed in this Offer, voluntarily make Superior Navigation has no plans that would result in any payment extraordinary corporate transaction, such as an amalgamation, reorganization, liquidation involving Anangel or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demandsits subsidiaries, or agreepurchase, authorize sale or commit to do transfer of a material amount of assets of Anangel or any of the foregoing. If its subsidiaries or in any Dissenting Stockholder shall have effectively withdrawn other material changes to Anangel's capitalization, dividend policy, indebtedness corporate structure, business or otherwise waived or lost the right under Section 262 composition 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 Board of -24- Directors of Anangel or 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 IVmanagement of Anangel.

Appraisal Rights. Subject If any holders of CAG Common Stock exercise ---------------- appraisal rights in connection with the Merger under California Law, any shares of CAG Common Stock with respect to which such rights have been duly demanded and perfected ("Dissenting Shares") shall not be converted into the last sentence of this Section 4.2(g), no Dissenting Stockholder shall be entitled right to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, consideration described in Sections 2.5 and 2.6 but instead, each Dissenting Stockholder shall be entitled converted into the right to receive only the payment provided by Section 262 of the DGCL with respect such consideration as may be determined 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 due 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 Shares pursuant to the DGCL and received by the Company in respect California Law. CAG shall give Zhone prompt notice of any demand received by CAG for appraisal under of or payment for CAG Common Stock, and Zhone 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 demand. The Company shall notCAG agrees that, except with the prior written consent of ParentZhone, or as required under the California Law, it will not 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 demand for appraisal or approve any withdrawal payment. Each holder of Dissenting Shares (a "Dissenting Shareholder") who, pursuant to the provisions of the California Law, becomes entitled to payment of the fair value of any such demands, or agree, authorize or commit to do any shares of CAG Common Stock shall receive payment therefor (but only after the foregoing. If any Dissenting Stockholder fair value therefor shall have effectively withdrawn been agreed upon or finally determined pursuant to such provisions). In the event that any holder of any shares of CAG Common Stock fails to make an effective demand for payment or otherwise waived or lost the right under Section 262 of the DGCL with respect to any loses his status as a Dissenting SharesShareholder, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable forZhone shall, as of -24- the later of the Effective TimeTime of the Merger or the occurrence of such event, issue and deliver, upon surrender by such Dissenting Shareholder of his certificate or certificates representing shares of CAG Common Stock, the right consideration to receive, without interest or duplication, which such Dissenting Shareholder would have been entitled to under Sections 2.5 and 2.6 of this Agreement and the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVAgreement of Merger.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Merger Partner Capital Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Merger Partner Capital Stock in accordance with the DGCL and/or Chapter 13 of the California General Corporation Law (the “CGCL”) (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the per share amount of the merger consideration described in Section 4.2(g), no 1.5 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 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 appraised value of such demands and any other documents and instruments served pursuant to shares of Merger Partner Capital Stock held by them in accordance with the DGCL or the CGCL, unless and received by the Company in respect of any demand for until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL and (ii) a reasonable opportunity or CGCL. All Dissenting Shares held by stockholders who shall have failed to participate in and direct all negotiations and Proceedings with respect perfect or who effectively shall have withdrawn or lost their right to any demand for appraisal of such shares of Merger Partner Capital Stock under the DGCL. The Company DGCL or CGCL 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 -24- the Effective Time, the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect per share amount of the merger consideration attributable to such Common Dissenting Shares or Preferred Sharesupon their surrender in the manner provided in Section 1.5. (b) Merger Partner shall give Pivot prompt written notice of any demands by dissenting stockholders received by Merger Partner, as applicable, pursuant to this Article IVwithdrawals of such demands and any other instruments served on Merger Partner and any material correspondence received by Merger Partner in connection with such demands.

Appraisal Rights. Subject (a) Notwithstanding any other provisions of this Agreement to the last sentence contrary, any shares of this Primaeva Capital Stock held by a Primaeva Stockholder who has properly exercised its dissenters or appraisal rights under Delaware Law and who has not effectively withdrawn or lost such Primaeva Stockholder’s appraisal rights under Delaware Law (any such shares, the “Dissenting Shares”) shall not be converted into or represent a right to receive the applicable Total Consideration, if any, for such Primaeva Stockholder’s shares of Primaeva Capital Stock set forth in Section 4.2(g)2.7(a) hereof, no Dissenting but in lieu thereof, such Primaeva 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 appraisal rights as are provided by Delaware Law. (b) Notwithstanding the provisions of Section 262 2.11(a) hereof, if any holder 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 outstandingeffectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be cancelled converted into and shall cease represent only the right to existreceive the portion of the Total Consideration, if any, for Primaeva Capital Stock, as applicable, set forth in Section 2.7(a) hereof, without interest thereon, and upon surrender of the Certificate representing such Dissenting Stockholder shares in accordance with the terms of Section 2.8 hereof. (c) Primaeva shall cease give Syneron (i) prompt notice of any written demand for appraisal or other payment received by Primaeva pursuant to have any other rights the applicable provisions of Delaware Law, and (ii) the opportunity to participate in all negotiations and proceedings with respect to such Dissenting Sharesdemands. 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 Primaeva shall not, except with the prior written consent of ParentSyneron, voluntarily which consent shall not be unreasonably withheld, make any payment or deposit with respect to any such demands for appraisals, or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit . Any communication 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 be made by Primaeva 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 Primaeva Stockholder with respect to such Common demands shall be submitted to Syneron in advance and shall not be presented to any Primaeva Stockholder prior to Primaeva receiving Syneron consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, to the extent that Syneron, the Surviving Company or Primaeva (i) makes any payment or payments in respect of any Dissenting Shares in excess of the value of the portion of the Total Consideration, if any, that otherwise would be payable in respect of such shares in accordance with this Agreement or Preferred Shares(ii) incurs any Losses (including attorneys’ and consultants’ fees, as applicablecosts and expenses and including any such fees, pursuant costs and expenses incurred in connection with investigating, defending against or settling any action or proceeding) in respect of any Dissenting Shares (excluding payments for such shares) ((i) and (ii) together “Dissenting Share Payments”), Syneron shall be entitled to this recover under the terms of Article IVVIII hereof the amount of such Dissenting Share Payments, provided that, in connection with any Dissenting Share Payments, unless such payment is to be made under any Order, the Securityholder Representative has consented to such payment.

Appraisal Rights. Subject 4.8.1 Notwithstanding any provision of this Agreement to the last sentence contrary, other than Section 4.8.2, in the event any holder of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive shares of Company Capital Stock duly and validly demands appraisal of such shares of Company Capital Stock 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 provisions of Section 262 of Delaware Law, is in compliance with all of the DGCL provisions of Section 262 of Delaware Law concerning the right of such holder to demand appraisal of such shares of Company Capital Stock in connection with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at Merger and, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (all shares of Company Capital Stock held by all such holders, the “Dissenting Shares”), any Dissenting Shares held by such holder shall no longer not be outstanding, converted into or represent a right to receive any portion of the Total Merger Consideration pursuant to Section 4.3 but instead shall automatically be cancelled and shall cease converted into the right to exist, and receive only such Dissenting Stockholder shall cease consideration as may be determined to have any other rights be due with respect to such Dissenting SharesShares under Section 262 of Delaware Law. The From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. 4.8.2 Notwithstanding the provisions of Section 4.3, if any holder of shares of Company Capital Stock who demands appraisal of such shares under Section 262 of Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal or purchase, as of the later of the Effective Time and the occurrence of such event, such holder’s shares of Company Capital Stock shall no longer be deemed Dissenting Shares pursuant to this Agreement and shall automatically be converted into, and represent only, the right to receive the applicable portions of the Total Merger Consideration as provided in Section 4.3 upon surrender of the Certificates representing such shares of Company Capital Stock in accordance with Section 4.4. 4.8.3 Promptly following the last date upon which a stockholder may properly perfect appraisal rights with respect to any shares of Company Capital Stock pursuant to Section 262 of Delaware Law, the Company shall give the Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by of any shares of Company Capital Stock and thereafter shall, prior to the Company (or written threats thereof)Effective Time, promptly provide notice of any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL Chapter Section 262 of Delaware Law and received by the Company in respect of that relate to any such 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 DGCLor purchase. The Company shall not, except with the prior written consent of Parentthe Parent (not to be unreasonably withheld) or as required by applicable Law, either (i) voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal or purchase of shares of Company Capital Stock or offer to settle or settle any such demands or approve (ii) make any withdrawal of any such demandsoffer to buy, or agreeaccept any offer to sell, authorize or commit to do any shares 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 IVCompany Capital Stock.

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 -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 Shares 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 Shares owned by such Dissenting Stockholder("Appraisal Shares") pursuant 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 ("Section 262") shall not be converted into the right to receive Merger Consideration as provided in Section 2.5(a), but rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such Appraisal Shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder Section 262 (and it being understood and acknowledged that at the Effective Time, such Dissenting Appraisal Shares shall no longer be outstanding, outstanding and shall automatically be cancelled 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 such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by receive the Company (or written threats thereof), any withdrawals fair value of such demands and Appraisal Shares in accordance with Section 262); provided, however, that if any other documents and instruments served pursuant such holder shall fail to perfect or otherwise shall waive, withdraw or lose the DGCL and received by the Company in respect of any demand for right to 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 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 to be paid the DGCL with respect to any Dissenting Shares, fair value of such Dissenting 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 forsolely for the right to receive, Merger Consideration as provided in Section 2.5(a). The Company shall promptly notify Parent in writing of -24- any written demands received by the Company for appraisal of any Shares, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the right to receiveCompany shall not, without interest the prior written consent of Parent, make any payment with respect to, or duplicationsettle or offer to settle, any such demands, or agree to do any of the applicable Per Share foregoing. Any portion of the Merger Consideration with respect made available to such Common Shares or Preferred Shares, as applicable, the Exchange Agent pursuant to this Article IVSection 2.7(a) to pay for Shares that are instead paid fair value in an appraisal proceeding pursuant to Section 262 shall be returned to Parent 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 entitled to receive the applicable Per each Share Merger Consideration with respect that is issued and outstanding immediately prior to the Dissenting Shares owned First Effective Time and that is held by such Dissenting Stockholder, but instead, each Dissenting a 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 who has properly exercised 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 perfected 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 or Chapter 13 of the California Corporations Code (“CCC”), if applicable (the “Appraisal Shares”) shall not be converted into or exchangeable for the right to receive the aggregate consideration payable hereunder in respect of such Share, but shall be entitled to any Dissenting Sharesreceive such consideration as shall be determined pursuant to Section 262 of the DGCL or under Chapter 13 of the CCC, if applicable; provided, however, that if such Dissenting Shares Stockholder fails to perfect or effectively withdraws or loses the right to appraisal and payment under the DGCL or under Chapter 13 of the CCC, if applicable, each Share held by such Stockholder shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of -24- the First Effective Time, the right to receivereceive the aggregate consideration payable hereunder in respect of such Share without interest, without interest or duplicationand such Share shall no longer be an Appraisal Share. The Company shall provide notice in accordance with the DGCL and CCC, if applicable, to each Stockholder entitled to appraisal rights; provided, however, that if Stockholder Approval is obtained by consent pursuant to Section 228 of the DGCL, the applicable Per Share Merger Consideration Company shall provide notice promptly after the Stockholder Approval is obtained. The Company shall give prompt notice to Purchaser of any demands received by the Company for appraisals of the Shares, Purchaser shall have the right to direct all negotiations and proceedings with respect to such Common Shares or Preferred Sharesdemands (provided that the Acquisition Subs shall bear all costs and fees associated with such proceedings), as applicable, pursuant to this Article IVand the Company shall cooperate with Purchaser in connection therewith and take all actions reasonably requested by Purchaser.

Appraisal Rights. Subject Notwithstanding anything contained herein to the last sentence of this Section 4.2(g)contrary, no any Dissenting Stockholder Shares shall not be entitled converted into the right to receive the applicable Per Share Merger Consideration with respect cash amount provided for in Section 1.9(a), but shall instead be converted into such rights as are granted to such holders by Delaware Law or California Law, as the case may be. Each holder of Dissenting Shares who, pursuant to the Dissenting Shares owned by such Dissenting Stockholderprovisions of Delaware Law or California Law, but insteadas the case may be, each Dissenting Stockholder shall be becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law or California Law, as applicable (but only after the payment provided by Section 262 of the DGCL with respect value therefor shall have been agreed upon or finally determined pursuant to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at provisions). If, after the Effective Time, such any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstanding, shall automatically be cancelled and shall cease converted into the right to existreceive the cash payable pursuant to Section 1.9(a) in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.10(c), following the satisfaction of the applicable conditions set forth in Section 1.10(c), the amount of cash to which such Dissenting Stockholder shall cease to have any other rights with holder would be entitled in respect to thereof under this Section 1.9 as if such shares never had been Dissenting Shares. The Company shall give Parent Acquirer (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal or purchase received by the Company (or written threats thereof)Company, any withdrawals of such demands demands, and any other documents and instruments served pursuant to the DGCL Delaware Law or California Law and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity the right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal or purchase under the DGCLDelaware Law or California Law. The Company shall not, except with the prior written consent of ParentAcquirer, or as otherwise required under Delaware Law or California Law, voluntarily make any payment or 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 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 . The payout of consideration under this Agreement to the Company Stockholders (other than to holders of Dissenting Shares who shall be deemed to have been converted into, treated as provided in this Section 1.9(d) and to have become exchangeable for, as of -24- the Effective Time, the right to receive, without interest under Delaware Law or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred SharesCalifornia Law, as applicable, pursuant to this Article IV) shall not be affected by the exercise or potential exercise of appraisal rights or dissenters’ rights under Delaware Law or California Law by any other Company Stockholder.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary and to the extent available under the WBCA, shares of this Section 4.2(g)Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Article 13 of the WBCA, and otherwise complied with all of the provisions of the WBCA relevant to the exercise and perfection of appraisal rights, shall not be converted into, and such stockholders shall have no Dissenting Stockholder shall be entitled right to receive receive, the applicable Per Share Merger Consideration with respect unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment 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 WBCA. Any stockholder of the DGCL with respect Company who fails to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Timeperfect or who effectively withdraws or otherwise loses his, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease her or its 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 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 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 Article 13 of the foregoing. If any Dissenting Stockholder WBCA 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, and to have become exchangeable for, as of -24- the Effective Time, the right to receive, without any interest or duplicationthereon, the applicable Per Share Merger Consideration in accordance with the provisions of Section 3.01, upon surrender, if applicable, in the manner provided in Section 3.02(b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. (b) Prior to the Closing, the Company shall give Acquiror (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all proceedings and negotiations with respect to demands for appraisal under the WBCA. Except with the prior written consent of Xxxxxxxx (not to be unreasonably withheld, delayed or conditioned), the Company shall not make any payment with respect to demands for appraisal or offer to settle or settle any such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVdemands.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares (the "APPRAISAL SHARES") of this Section 4.2(g), no Dissenting Stockholder shall be Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to receive demand and properly demands appraisal of such shares pursuant to, and who otherwise 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 ("SECTION 262") shall not be converted into the right to receive the Per Share Amount as provided in Section 2.01(b)(iii), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with respect the provisions of Section 262. Such holders of Appraisal Shares shall be entitled only to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at those rights granted under Section 262. At the Effective Time, such Dissenting all Appraisal Shares shall no longer be outstanding, shall automatically be cancelled canceled and shall cease to existexist or be outstanding, and such Dissenting Stockholder each holder of certificates representing Appraisal Shares shall cease to have any other rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares under Section 262 shall cease to exist and such Appraisal Shares shall be treated as if they had been converted at the Effective Time into, and shall have become, the right to receive only the Per Share Amount as provided in Section 2.01(b)(iii). The Company shall serve prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and, subject to Applicable Laws, direct all negotiations and proceedings 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 DGCLdemands. 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 -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 contrary, if required by the OGCL (but only to the extent required thereby) any Shares that are issued and outstanding immediately prior to the Effective Time and that are held by holders who have not voted such Shares in favor of the adoption of this Agreement and who are entitled to and have properly demanded dissenters rights with respect thereto in accordance with, and otherwise have complied in all respects with, Section 4.2(g)1701.85 of the OGCL and have not effectively withdrawn such demand (collectively, no “Dissenting Stockholder Shares”) shall not be entitled converted into the right to receive the applicable Per Share Merger Consideration with respect as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or otherwise irrevocably lost or failed to perfect such Person’s right to appraisal or payment under the Dissenting OGCL, at which time such Shares owned by such Dissenting Stockholdershall thereupon be automatically converted into and become exchangeable for the right 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, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(f), and such Shares shall not be deemed Dissenting Shares Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. Each Dissenting Share shall no longer be outstanding, shall automatically be cancelled and extinguished and shall cease to existexist at the Effective Time, and each holder of Dissenting Shares shall be entitled to receive only the payment of the fair cash value of such Dissenting Stockholder shall cease to have any other rights Shares in accordance with the provisions of, and as provided by, Section 1701.85 of the OGCL with respect to such Dissenting SharesShares unless and until such Person shall have effectively withdrawn or otherwise lost or failed to perfect such Person’s right to appraisal or payment under the OGCL. The Company shall give Parent (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 withdrawals of such demands demands, and any other documents and instruments served written demand, notice, withdrawal or instrument pursuant to the DGCL and applicable Law that are received by or delivered to the Company in respect relating to shareholders’ rights of any demand for appraisal under the DGCL or to such demands or withdrawals 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 DGCLthereto. The Company shall not, except with the prior written consent of Parent, voluntarily and prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or compromise, or settle or compromise or otherwise negotiate, any such demands demands, or approve any withdrawal of any such demands, or agreewaive any failure to timely deliver a written demand for appraisal or otherwise to comply with the provisions under Section 1701.85 of the OGCL, authorize or commit propose or agree to do any of the foregoing. If any Dissenting Stockholder Adjustments . Notwithstanding anything to the contrary herein, in the event that the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding after the date hereof and prior to the Effective Time shall have effectively withdrawn been changed into a different number of Shares or otherwise waived securities or lost a different class as a result of a reclassification, stock split (including a reverse stock split), combination, stock dividend or distribution, recapitalization, subdivision, merger, issuer tender or exchange offer, or other similar transaction, then 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 shall be equitably adjusted to provide to Parent and the holders of Shares, Options, Share Units and PSUs the same economic effect as contemplated by this Agreement prior to such Common Shares event; provided that nothing in this Section 2.5 shall be construed to permit the Company, any subsidiary of the Company or Preferred Shares, as applicable, pursuant any other Person to take any action that is otherwise prohibited by the terms of this Article IVAgreement.

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 demand. (b) Notwithstanding the provisions of Section 2.06(a), if any withdrawal holder 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 effectively withdraw or lose (through failure to perfect or otherwise) his, her or its appraisal rights, then, as of the Effective Time, such holder’s shares of Common Stock shall automatically be deemed to have been cancelled and retired and been converted into, into and to have become exchangeable for, as of -24- the Effective Time, represent only the right to receivereceive the Merger Consideration to which such stockholder would otherwise be entitled under Section 2.01(a), without interest or duplicationthereon, upon surrender of the applicable Per Share Merger Consideration certificate representing such shares and a completed letter of transmittal in accordance with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.05.

Appraisal Rights. Subject Notwithstanding anything to the last sentence of this Section 4.2(g)contrary contained herein, no any Dissenting Stockholder Shares shall be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to the DGCL or the CCC. Each holder of Dissenting Shares who, pursuant to the DGCL or the CCC, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the DGCL or the CCC (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then any such shares shall immediately be deemed to have converted at the Effective Time into the right to receive the applicable Per Share Merger Consideration with portion of the Purchase Price in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall issue and deliver to the Dissenting Shares owned by such Dissenting Stockholderholder thereof, but insteadat (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.4(a), each Dissenting Stockholder shall be entitled to receive only following the payment provided by Section 262 satisfaction of the DGCL with respect to applicable conditions set forth in Section 1.4(a), the Dissenting Shares owned by applicable portion of the Purchase Price as if 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 shares never had been Dissenting Shares. The Company shall give Parent provide to Acquirer (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal or purchase received by the Company (or written threats thereof)Company, any withdrawals of such demands and any other documents and instruments related to such demands served pursuant to the DGCL or the CCC and received by the Company in respect of any demand for appraisal under the DGCL 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 DGCLDGCL or the CCC, as applicable. The Company shall not, except with the prior written consent of ParentAcquirer, or as otherwise required under the DGCL or the CCC, as applicable, 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 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. Subject to Section 8.2, such the payout of consideration under this Agreement to the Converting Holders (other than in respect of Dissenting Shares Shares, which shall be deemed to have been converted into, treated as provided in this Section 1.3(e) and to have become exchangeable for, as of -24- under the Effective Time, DGCL or the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred SharesCCC, as applicable, pursuant to this Article IV) shall not be affected by the exercise or potential exercise of appraisal rights under the DGCL or the CCC by any other Company Stockholder.

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)DGCL (each such Person, no a “Dissenting Stockholder Stockholder”) shall be entitled to receive the applicable Per Share portion of the Merger Consideration to which such Person would otherwise be entitled pursuant to Section 4.1 with respect to the Dissenting Shares owned 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 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 SharesStockholder. 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 Laws 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 Dissenting Stockholders under the DGCL, provided that the Company shall have the right to participate in such negotiations and proceedings. The Except to the extent otherwise permitted pursuant to Section 6.1(a), the Company shall not, except with the prior written consent of Parent, voluntarily make any payment 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 Person who would otherwise be deemed a Dissenting Stockholder shall have failed properly to perfect or shall have effectively withdrawn or otherwise waived or lost the right to dissent with respect to any Shares, such Shares shall thereupon be treated as though such Shares had been converted into the right to receive a portion of the Merger Consideration in accordance with the Payment Schedule pursuant to Section 4.1. The Company shall use its reasonable best efforts to enforce its rights under Article 3 of that certain Fourth Amended and Restated Voting Rights Agreement, dated March 10, 2015, by and among the Company and the holders of Shares party thereto, with respect to any stockholder that seeks to exercise its appraisal rights. The aggregate amount, if any, by which any payment provided to Dissenting Stockholders by Section 262 of the DGCL with respect exceeds the portion of the Merger Consideration to any Dissenting Shares, which such Dissenting Shares Stockholders would otherwise be entitled pursuant to Section 4.1, shall be deemed paid 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 Parent in accordance with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 9.2(a).

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, 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 are held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only stockholders of the payment provided by Company who did not vote in favor of the 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 any shares of MGPE Common Stock, 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 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 MGPE (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 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 ParentMGPE, 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 -24- the Effective Time, represent 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, issuable pursuant to Section 2.1, and (ii) promptly following the occurrence of such event, MGPE shall deliver to [the Exchange Agent a certificate representing 90% of the Merger Shares to which such holder is entitled pursuant to Section 2.1 and shall deliver to the Escrow Agent a certificate representing the remaining 10% of the Merger Shares to which such holder is entitled pursuant to Section 2.1 (which shares shall be considered Escrow Shares for all purposes of this Article IVAgreement).

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 -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 (a) Notwithstanding anything to the last sentence contrary contained in this Agreement, Appraisal Shares (as defined in Section 1.8(c)) shall not be converted into or represent the right to receive Parent Common Stock and Cash Consideration, if any, in accordance with Section 1.5(a) (or cash in lieu of this fractional shares in accordance with Section 4.2(g1.5(c)), no Dissenting Stockholder and each holder of Appraisal Shares shall be entitled only 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 SharesAppraisal Shares as may be granted to such holder in Section 262 of the DGCL. From and after the Effective Time, a holder of Appraisal Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If any holder of Appraisal Shares shall fail to perfect or shall waive, rescind, withdraw or otherwise lose such holder's right of appraisal under Section 262 of the DGCL, then (i) any right of such holder to require the Company to purchase the Appraisal Shares for cash shall be extinguished and (ii) such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) Parent Common Stock and Cash Consideration, if any, in accordance with Section 1.5(a) (and cash in lieu of any fractional share in accordance with Section 1.5(c)). (b) The Company (i) shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands demand by any stockholder of the Company for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served stockholder's shares of Company Common Stock pursuant to the DGCL and received by of any other notice, demand or instrument delivered to the Company in respect of any demand for appraisal under pursuant to the DGCL DGCL, and (ii) a reasonable shall give Parent's Representatives the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any such notice, demand for appraisal under the DGCLor instrument. The Company shall not, except with the prior written consent of Parent, voluntarily not make any payment or deposit settlement offer with respect to any demands for appraisals, offer to settle such notice 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 demand unless Parent shall have effectively withdrawn consented in writing to such payment or otherwise waived or lost settlement offer. (c) For purposes of this Agreement, "Appraisal Shares" shall refer to any shares of Company Common Stock outstanding immediately prior to the right under Effective Time (after giving effect to the Conversion Vote) that are held by stockholders who are entitled to demand and who properly demand appraisal of such shares pursuant to, and who comply with the applicable provisions of, 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 IVDGCL.

Appraisal Rights. Subject Notwithstanding any provision of this Agreement to the last sentence contrary, any shares of this Section 4.2(g)Target Capital Stock held by a holder who has demanded and perfected such holder’s right for appraisal of such shares in accordance with Delaware Law and who, 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 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, has not effectively withdrawn or lost such right to appraisal (“Dissenting Shares shall no longer be outstandingShares”), if any, shall automatically not be cancelled and converted into or represent a right to receive any portion of the Net Merger Consideration, but shall cease instead be converted into the right to exist, and receive only such Dissenting Stockholder shall cease consideration as may be determined to have any other rights be due with respect to such Dissenting SharesShares under and pursuant to Delaware Law. The Company Target shall give Parent (i) reasonably Acquiror 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 received by Target with respect to appraisal, and Acquiror shall have 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 the DGCLsuch demand. The Company shall notAcquiror agrees that, except with the prior written consent of Parentthe Stockholder Representative, or as required under Delaware Law, it will not permit the Surviving Corporation to voluntarily make any payment with respect to, or deposit settle or offer to settle, any such appraisal demand. Acquiror and the Surviving Corporation will provide the Stockholder Representative with copies of any and all notices, demands and other documents with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal proceedings and shall cooperate with, receive and consider in good faith the input from, and keep the Stockholder Representative fully informed with respect to the status of any such demands, negotiations or agreeproceedings. Each holder of Dissenting Shares (a “Dissenting Stockholder”) who, authorize or commit pursuant to do any the provisions of Delaware Law, becomes entitled to payment of the foregoing. If any Dissenting Stockholder fair value for shares of Target Capital Stock shall receive payment therefor (but only after the value therefor shall have effectively withdrawn been agreed upon or otherwise waived or lost the right under Section 262 of the DGCL with respect finally determined pursuant to any Dissenting Sharessuch provisions). If, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of -24- after the Effective Time, the right to receiveany Dissenting Shares shall lose their status as Dissenting Shares, without interest Acquiror shall issue and deliver, upon surrender by such stockholder of a certificate or duplicationcertificates representing shares of Target Capital Stock, the applicable Per Share portion of the Net Merger Consideration with respect to which such stockholder would otherwise be entitled under this Section 2.6 and the Certificate of Merger less the portion of the Note Consideration allocable to such Common Shares or Preferred Shares, stockholder that has been deposited in the Escrow Fund (as applicable, defined in Section 9.9 hereof) in respect of such shares of Target Capital Stock pursuant to this Article IVSection 9.9 hereof.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by any Sequoia shareholder who shall have voted such Shares against the Consolidation at the meeting of this Section 4.2(gshareholders required by 12 USC 215, or who shall have delivered at or prior to such meeting to the presiding officer a written notice of dissent from the plan of consolidation in the manner provided in subparagraph (b) of 12 USC 215 ("Dissenting Shares"), no shall not be converted into or be exchangeable for the right to receive any portion of the Consolidation Consideration, but the holders of Dissenting Stockholder Shares shall be entitled to receive payment of the applicable Per Share Merger Consideration with respect value of such Dissenting Shares as of the Effective Time upon written request made 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 Consolidated Bank at any time before thirty (30) days after the Effective Time, accompanied by the surrender of his or her stock certificates, in accordance with the provisions of subparagraph (b) of 12 USC 215, provided, however, that if any such shareholder shall waive his or her right to demand payment under 12 USC 215, or a court of competent jurisdiction shall determine that such shareholder is not entitled to relief provided by 12 USC 215, then the right of such holder of Dissenting Shares to be paid the value of his or her Shares shall cease and 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 thereupon be deemed to have been converted into, into and to have become exchangeable for, as of -24- the Effective Time, the right to receivereceive the Consolidation Purchase Price Per Share, without any interest or duplicationthereon, and the applicable "Paying Agent" shall disburse to such shareholder the Consolidation Purchase Price Per Share Merger Consideration with respect applicable to such Common Shares or Preferred Shares, utilizing funds in the "Dissenting Shares Account," in accordance with the provisions of the "Paying Agent Agreement" (as applicable, pursuant to this Article IVthe terms "Paying Agent," "Dissenting Shares Account" and "Paying Agent Agreement" are defined in Section 1.11).

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(gCompany Common Stock held by a holder who has properly demanded and not effectively withdrawn or lost such holder’s appraisal rights for such shares under the DGCL or other similar rights (if any) under applicable law (collectively, the “Dissenting Shares”), no Dissenting Stockholder shall not be converted into or represent a right to receive a portion of the consideration as set forth in Section 1.6 hereof, but the holder thereof shall only 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 rights as are provided by Section 262 of the DGCL with respect to or other applicable law (if any). (b) Notwithstanding the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Timeprovisions of Section 1.9.(a) hereof, such if any holder of Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease effectively withdraw or lose (through failure to exist, and perfect or otherwise) such Dissenting Stockholder shall cease to have any other holder’s appraisal rights with respect to such Dissenting Shares. The shares under the DGCL (and/or any other similar rights under other applicable law (if any such other rights have been purportedly invoked)), then, as of the later of the Effective Time and the occurrence of such event, such shares shall automatically be converted into and represent only the right to receive the consideration set forth in and subject to the provisions of this Agreement, upon surrender of the certificate(s) formerly representing such shares. (c) Prior to the Closing Date, the Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands demand 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 applicable provisions of the DGCL (and received by the Company in respect of any similar demand for appraisal purportedly made under the DGCL other applicable law) and (ii) a reasonable the 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 Closing Date, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any such demands for appraisals, or offer to settle or settle any such demands or approve demands. Prior to the Closing Date, any withdrawal of communication to be made by the Company to any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Company Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s consent. (d) Notwithstanding any provision of Article I or Article VII hereof to the contrary, in the event that there are any Dissenting Shares, such Dissenting Shares shall be deemed then (i) any payment by Parent pursuant to Section 1.11 hereof that would have been required 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 paid to such Common holder of Dissenting Shares or Preferred (each a “Dissenting Stockholder”) (assuming, for this purpose, that such Dissenting Stockholder had not exercised appraisal rights) shall be retained by Parent and (ii) such Dissenting Stockholder shall not be considered a Company Stockholder for purposes of a distribution of any portion of the Escrowed Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject to the last sentence If holders of this Section 4.2(g), no Dissenting Stockholder shall be Company Common Stock 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 Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that appraisal rights at the Effective TimeTime of the Merger under Section 5.12 of the TBCA, the shares as to which appraisal rights are available (“Dissenting Shares”) shall not be converted into the Merger Consideration on or after the Effective Time of the Merger, but shall instead be converted into the right to receive from the Surviving Corporation such Dissenting Shares shall no longer consideration as may be outstanding, shall automatically determined to be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights due 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 Shares pursuant to the DGCL TBCA. Each holder of Dissenting Shares (a “Dissenting Stockholder”) who, pursuant to the provisions of Section 5.12 of the TBCA, becomes entitled to payment of the value of shares of Company Common Stock held by such Dissenting Stockholder shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). In the event of the legal obligation, after the Effective Time of the Merger, to deliver the Merger Consideration to any Dissenting Stockholder who shall have failed to make an effective demand for appraisal or shall have lost his status as a Dissenting Stockholder, Parent shall issue and received deliver, upon surrender by such Dissenting Stockholder of his certificate or certificates representing shares of Company Common Stock, the Merger Consideration to which such Dissenting Stockholder is then entitled under this Section 3.5 and Section 5.12 of the TBCA. To the extent that Parent or Company makes any payment or payments in respect of any demand for appraisal Dissenting Shares, Parent shall be entitled to recover under the DGCL and terms of Section 9 hereof (i) the aggregate amount by which such payment or payments exceed the aggregate Merger Consideration that otherwise would have been payable in respect of such shares plus (ii) a the aggregate fees and expenses of third parties (including reasonable opportunity to participate attorney’s fees and expenses) incurred by Parent or the Surviving Corporation in and direct all negotiations and Proceedings connection with respect to any demand for appraisal under calculating, settling or litigating the DGCL. The Company shall notamount of, except with the prior written consent of Parentor making, 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 IVpayment.

Appraisal Rights. Subject Notwithstanding anything contained herein to the last sentence of this Section 4.2(g)contrary, no any Dissenting Stockholder Shares shall not be entitled converted into the right to receive the applicable Per Share Merger Consideration cash amount provided for in Section 1.8, 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 pursuant to Delaware Law or California Law. Each holder of Dissenting StockholderShares who, but insteadpursuant to the provisions of Delaware Law or California Law, each Dissenting Stockholder shall be becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law or California Law (but only after the payment provided by Section 262 of the DGCL with respect value therefor shall have been agreed upon or finally determined pursuant to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at provisions). If, after the Effective Time, such any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstanding, shall automatically be cancelled and shall cease converted into the right to existreceive the cash amount provided for in Section 1.8 in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.9(c), following the satisfaction of the applicable conditions set forth in Section 1.9(c), the cash amount to which such Dissenting Stockholder shall cease to have any other rights with holder would be entitled in respect to thereof under this Section 1.8 as if such shares never had been Dissenting Shares. The Company shall give Parent Acquirer (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal or purchase received by the Company (or written threats thereof)Company, any withdrawals of such demands demands, and any other documents and instruments served pursuant to the DGCL Delaware Law or California Law and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity the right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal or purchase under the DGCLDelaware Law or California Law. The Company shall not, except with the prior written consent of ParentAcquirer, or as otherwise required under Delaware Law or California Law, voluntarily make any payment or 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 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 . The payout of consideration under this Agreement to the stockholders of the Company (other than to holders of Dissenting Shares who shall be deemed to have been converted into, treated as provided in this Section 1.8 and to have become exchangeable for, as under Delaware Law or California Law) shall not be affected by the exercise or potential exercise of -24- appraisal rights or dissenters’ rights under Delaware Law or California Law by any other stockholder 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 (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Capital Stock that are outstanding immediately prior to the First Effective Time and which are held by stockholders or owned by beneficial owners who have exercised and perfected appraisal rights for such shares of Company Capital Stock in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 4.2(g), no 2.5 attributable to such Dissenting Stockholder Shares. Such stockholders or beneficial owners 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 fair value of such demands shares of Company Capital Stock held by them in accordance with the DGCL, unless and any other documents and instruments served pursuant until such stockholders or beneficial owners fail to the DGCL and received by the Company in respect of any demand for perfect or effectively withdraw or otherwise lose their 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 rights under the DGCL. The Company All Dissenting Shares held by stockholders or owned by beneficial owners who shall not, except with the prior written consent of Parent, voluntarily make any payment have failed to 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 the their right to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL with respect to any Dissenting Shares(whether occurring before, such Dissenting Shares at or after the First Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of -24- the First Effective Time, the right to receivereceive the Merger Consideration, without interest interest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 2.5 and 2.7. (b) The Company shall give Parent prompt written notice of any demands by dissenting stockholders or duplicationbeneficial owners received by the Company, withdrawals of such demands and any other instruments served on the applicable Per Share Merger Consideration Company and any material correspondence received by the Company in connection with such demands, and Parent shall have the right to participate in all negotiations and proceedings with respect to such Common Shares demands. The Company shall not, except with Parexx’x prior written consent, not to be unreasonably withheld, delayed or Preferred Sharesconditioned, as applicablemake any payment with respect to, pursuant or settle or offer to this Article IVsettle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. Subject Notwithstanding anything contained herein to the last sentence of this Section 4.2(g)contrary, no any Dissenting Stockholder Shares shall not be entitled converted into the right to receive the applicable Per Share Merger Consideration consideration amounts provided for in Section 1.9(a), 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 pursuant to Delaware Law and/or California Law. Each holder of Dissenting StockholderShares who, but insteadpursuant to the provisions of Delaware Law and/or California Law, each Dissenting Stockholder shall be becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law and/or California Law (but only after the payment provided by Section 262 of value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the First Effective Time, such any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstanding, shall automatically be cancelled and shall cease converted into the right to existreceive the consideration payable pursuant to Section 1.9(a) in respect of such shares as if such shares never had been Dissenting Shares, and Acquiror shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section (c), following the satisfaction of the applicable conditions set forth in Section (c), the amount of consideration to which such Dissenting Stockholder shall cease to have any other rights with holder would be entitled in respect to thereof under Section 1.9(a) as if such shares never had been Dissenting Shares. The Company shall give Parent Acquiror (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal or purchase received by the Company (or written threats thereof)Company, any withdrawals of such demands demands, and any other documents and instruments served pursuant to the DGCL Delaware Law and/or California Law and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity the right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal purchase under the DGCLDelaware Law and/or California Law. The Company shall not, except with the prior written consent of ParentAcquiror (not to be unreasonably withheld), or as otherwise required under Delaware Law and/or California Law, 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 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 . The payout of consideration under this Agreement to the Company Stockholders (other than to holders of Dissenting Shares who shall be deemed to have been converted into, treated as provided in this Section 1.9(e) and to have become exchangeable for, as under Delaware Law and/or California Law) shall not be affected by the exercise or potential exercise of -24- the Effective Time, the right to receive, without interest appraisal rights 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 under Delaware Law and/or California Law by any other Company Stockholder.

Appraisal Rights. Subject (a) Notwithstanding anything to the last sentence contrary contained in this Agreement, any Company Shares that constitute Appraisal Shares shall not be converted into or represent the right to receive payment in accordance with Section 1.5, and each holder of this Section 4.2(g), no Dissenting Stockholder Appraisal Shares shall be entitled only to receive the applicable Per Share Merger Consideration such rights with respect to such Appraisal Shares as may be granted to such holder pursuant to Section 262 of the Dissenting DGCL. From and after the Effective Time, a holder of Appraisal Shares owned by shall not have any of the voting rights or other rights of a stockholder of the Surviving Corporation. If any holder of Appraisal Shares shall fail to perfect, shall waive or shall otherwise lose such Dissenting Stockholder, but instead, each Dissenting Stockholder holder’s right of appraisal under Section 262 of the DGCL (or a court of competent jurisdiction shall be determine that such holder is not entitled to receive only the payment relief provided by Section 262 of the DGCL), then (i) any right of such holder to require the Surviving Corporation to purchase such Appraisal Shares under Section 262 of the DGCL with respect to the Dissenting shall be extinguished, and (ii) such 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 converted into and shall cease represent only the right to existreceive, and upon compliance with Section 1.7, payment for such Dissenting Stockholder shall cease to have any other rights shares in accordance with respect to such Dissenting Shares. Section 1.5. (b) The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal demand received by the Company (or written threats thereof)from any holder of Company Shares for appraisal of such holder’s Company Shares pursuant to Section 262 of the DGCL, any attempted withdrawals of such demands and any other documents and instruments served pursuant to Section 262 of the DGCL and received by the Company in respect relating to Company 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 for appraisal under the DGCLsuch demand. The Company shall not, except not make any voluntary payment with respect to any demands for appraisal or settle any such demands for appraisal without the prior written consent of Parent. (c) For purposes of this Agreement, voluntarily make any payment or deposit with respect the term “Appraisal Shares” refers to any demands for appraisals, offer Company Shares outstanding immediately prior 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 Effective Time that are held by stockholders who have effectively withdrawn or otherwise waived or lost the right properly preserved their appraisal rights under Section 262 of the DGCL with respect to any Dissenting such Company 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 to the last sentence of this Section 4.2(g)contrary contained herein, no any Dissenting Stockholder Shares shall not be entitled converted into the right to receive the applicable Per Share portion of the Merger Consideration 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 pursuant to Delaware Law or California Law. Each holder of Dissenting StockholderShares who, but insteadpursuant to the provisions of Delaware Law or California Law, each Dissenting Stockholder shall be becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law or California Law (but only after the payment provided by Section 262 of the DGCL with respect value therefor shall have been agreed upon or finally determined pursuant to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at provisions). If, after the Effective Time, such any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstanding, shall automatically be cancelled and shall cease deemed to existhave converted at the Effective Time into the right to receive the applicable portion of the Merger Consideration in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.4(a), following the satisfaction of the applicable conditions set forth in Section 1.4(a), the applicable portion of the Merger Consideration as if such Dissenting Stockholder shall cease to have any other rights with respect to such shares never had been Dissenting Shares. The Company shall give Parent provide to Acquirer (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal or purchase received by the Company (or written threats thereof)Company, any withdrawals of such demands and any other documents and instruments related to such demands served pursuant to the DGCL Delaware Law or California Law and received by the Company in respect of any demand for appraisal under the DGCL 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 or California Law. The Company shall not, except with the prior written consent of ParentAcquirer, or as otherwise required under Delaware Law or California Law, voluntarily make any payment or 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 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. Subject to Section 8.2, such the payout of consideration under this Agreement to the Converting Holders (other than in respect of Dissenting Shares Shares, which shall be deemed to have been converted into, treated as provided in this Section 1.3(f) and to have become exchangeable for, as under Delaware Law or California Law) shall not be affected by the exercise or potential exercise of -24- the Effective Time, the right to receive, without interest appraisal rights or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares dissenters’ rights under Delaware Law or Preferred Shares, as applicable, pursuant to this Article IVCalifornia Law by any other Company Stockholder.

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 to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by if Section 262 of the DGCL with respect Delaware Act shall be applicable to the Dissenting Shares owned by Merger and if the Merger has been approved pursuant to Section 228 of the Delaware Act, the Company shall notify in writing, in the manner prescribed in Section 262(d)(2) of the Delaware Act, prior to the Effective Time those Company stockholders who have not consented to the Merger that such Dissenting Stockholder stockholders are entitled to appraisal rights pursuant to Section 262 of the Delaware Act. Each Company stockholder that demands appraisal rights pursuant to the requirements set forth in Section 262(d)(2) of the Delaware Act shall receive payment therefor from the Surviving Corporation in accordance with the Delaware Act; provided, however, that if any such holder of appraisal rights shall have effectively withdrawn such holder's demand for appraisal rights or lost such holder's appraisal rights under Section 262 of the Delaware Act, such stockholder or stockholders (as the case may be) shall forfeit the right to appraisal of such Company Stock and it being understood each such share of Company Stock shall thereupon be deemed to have been canceled, extinguished and acknowledged that at converted, as of the Effective Time, such Dissenting Shares shall no longer be outstandinginto and represent the right to receive payment from the Surviving Corporation of the Merger Consideration, 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(a) above. The Company shall give the Parent (i) reasonably prompt notice of any written notice of, and copies ofdemand for appraisal rights, any written demands withdrawal of a demand for appraisal rights and any other instrument served pursuant to Section 262 of the Delaware Act received by the Company (or written threats thereof)Company, 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 rights under such Section 262 of the DGCLDelaware Act. The Company shall not, except with the prior written consent of the Parent, voluntarily make any payment or deposit with respect to any demands demand for appraisals, appraisal rights 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 demand. The Company shall also comply with all applicable California law affording stockholders 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 IVCompany appraisal rights.

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 shareholders who did not vote in favor of this the Merger and who comply with all the relevant provisions of Section 4.2(g), no 33-861 of the CBCA (the "Dissenting Stockholder Shareholders") shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Merger Consideration with respect (the "Dissenting Shares"), 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 CBCA. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares owned by such Dissenting Stockholdershall thereupon be converted into and become exchangeable for the right 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 for each Share without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent the Bidder (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 CBCA and received by the Company in relating to shareholders' 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 CBCA; PROVIDED, HOWEVER, the Company shall have the right to participate in and direct all any such negotiations and Proceedings with respect to any demand for appraisal under the DGCLproceedings. The Company shall not, except with the prior written consent of Parentthe Bidder, 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 -24- the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Standard Election Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.1(b).

Appraisal Rights. Subject If holders of Target Stock are entitled to appraisal rights in connection with the last sentence merger (such shares of Target Stock held by shareholders exercising the rights of appraisal described in this Section 4.2(g1.6 being referred to as "DISSENTING SHARES"), 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 any Dissenting Shares shall no longer not be outstanding, converted into a right to receive Acquirer Common Stock but shall automatically be cancelled and shall cease converted into the right to exist, and receive such Dissenting Stockholder shall cease consideration as may be determined to have any other rights be due 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 Shares pursuant to the DGCL laws of the State of California; provided, however, that if the status of any such shares as "dissenting shares" shall not be perfected, or if any such shares shall lose their status as "dissenting shares," then, as of the later of the Effective date or the time of the failure to perfect such status, such shares shall automatically be converted into and received by shall represent only the Company right to receive (upon the surrender of the certificate of certificates representing such shares) Acquirer Common Stock (and any cash in respect lieu of fractional shares of Acquirer Common Stock) in accordance with Sections 1.1 and 1.2 hereof. Target shall give Acquirer prompt notice of any demand received by Target for appraisal under of Target Stock, and Acquirer 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 demand. The Company shall notTarget agrees that, except with the prior written consent of ParentAcquirer or as required under Chapter 13 of the General corporation Law of the State of California (the "CGCL"), it will not 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 demand for appraisal. Each holder 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("DISSENTING SHAREHOLDER") who, pursuant to this Article IVthe provisions of the CGCL, becomes entitled to payment of the value of shares of Target Stock shall receive payment therefor from Target (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions).

Appraisal Rights. Subject to the last sentence of this Section 4.2(g), no Shares held by a Dissenting Stockholder shall 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 Stockholder, but insteadPerson unless and until such Person shall have withdrawn or lost such Person’s right to appraisal under the DGCL. In lieu of receiving the Per Share Merger Consideration, 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. Notwithstanding the foregoing, if any Dissenting Stockholder fails to perfect or otherwise waives, withdraws or loses such Person’s right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such Person is not entitled to the relief provided by Section 262 of the DGCL, then the right of such Person to be paid the fair value of the Shares owned by such Person shall cease and it being understood and acknowledged that at such Shares shall be deemed to have been converted, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled into and shall cease be exchangeable solely for the right to exist, and such Dissenting Stockholder shall cease receive the Per Share Merger Consideration (after giving effect to have any other rights with respect to such Dissenting Sharesrequired Tax withholdings as provided in Section 4.3). 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), 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 appraisal; and (ii) a reasonable the opportunity to participate in and direct the right to control all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. For purposes of this Agreement, the term “Proceedings” means all actions, suits, claims, hearings, arbitrations, litigations, investigations, demand letters, notices of violation, mediations, grievances, audits, examinations, assessments or other proceedings. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisal by Dissenting Stockholders, offer to settle or compromise or settle or compromise any such demands or approve any withdrawal of 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 -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 (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Company Capital Stock in accordance with the DGCL or the CCC, as applicable (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 4.2(g), no 1.5 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 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 appraised value of such demands and any other documents and instruments served pursuant to shares of Company Capital Stock held by them in accordance with the DGCL or the CCC, as applicable, unless and received by the Company in respect of any demand for until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL and (ii) a reasonable opportunity or the CCC, as applicable. All Dissenting Shares held by stockholders who shall have failed 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 the their right to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL with respect to any Dissenting Sharesor the CCC, such Dissenting Shares as applicable (whether occurring before, at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of -24- the Effective Time, the right to receivereceive the Merger Consideration, without interest or duplicationinterest, attributable to such Dissenting Shares upon their surrender in the applicable Per Share Merger Consideration manner provided in Sections 1.5 and 1.8. (b) The Company shall give Parent prompt written notice of any demands by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company in connection with such demands, and the Company shall have the right to direct all negotiations and proceedings with respect to such Common Shares demands; provided that Parent shall have the right to participate in such negotiations and proceedings. Neither the Parent nor the Company shall, except with the prior written consent of the other Party, voluntarily make any payment with respect to, or Preferred Sharessettle or offer to settle, as applicableany such demands, pursuant or approve any withdrawal of any such demands or agree to this Article IVdo any of the foregoing.

Appraisal Rights. Subject (a) Notwithstanding any provision of 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 Company Capital Stock held by a holder who has exercised such holder’s 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 or, if applicable, such holder’s dissenters’ rights in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder California General Corporations Law (“California Law”), and it being understood and acknowledged that at who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters’ rights (“Dissenting Shares”), shall not be converted into or represent a right to receive any portion of the Merger Shares pursuant to Section 3.01, but the holder of the Dissenting Shares shall no longer only be outstandingentitled to such rights as are granted by the DGCL or, shall automatically be cancelled and shall cease to existif applicable, and such Dissenting Stockholder shall cease to have California Law. (b) Notwithstanding the provisions of Section 3.10(a), if any other holder of shares of Company Capital Stock who demands his, her or its dissenters’ rights with respect to such Dissenting Shares. shares shall effectively withdraw or lose (through failure to perfect or otherwise) his, her or its rights to receive payment for the fair market value of such shares under DGCL or, if applicable, California Law, then, as of the later of the Effective Time or the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive such holder’s portion of the Merger Shares as provided in Section 3.10(a) upon surrender of the certificate or certificates representing such shares. (c) The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by payment with respect to any shares of Company Capital Stock pursuant to the Company (or written threats thereof)DGCL or, any if applicable, California Law, withdrawals of such demands demands, and any other documents and instruments served pursuant to the DGCL or, if applicable, California Law 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 dissenters’ rights under the DGCLDGCL or, if applicable, California Law. 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 appraisals, dissenters’ rights with respect to Company Capital Stock or offer to settle or settle any such demands or approve any withdrawal of compromise 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 contrary, shares (“Dissent Shares”) of this Section 4.2(gCompany Capital Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to dissent from and who did not vote in favor of the Merger (or consent thereto in writing), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholderand who complies in all respects with, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect (the “Appraisal Statute”), in each case to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at extent applicable, shall not be converted into a right to receive any Merger Consideration as provided in Section 2.01(c)(A), (B) and/or (C), as applicable, but rather the Effective Time, such Dissenting holders of Dissent Shares shall no longer be outstandingentitled to the right to receive payment of the fair value of such Dissent Shares in accordance with the Appraisal Statute; provided, however, that if any such holder shall automatically fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of the fair cash value under the Appraisal Statute, then the right of such holder to be cancelled and paid the fair value of such holder’s Dissent Shares 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 Dissent Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of -24- the Effective Time, the right to receivereceive the Merger Consideration as provided in Section 2.01(c)(A), without interest (B) and/or (C), as applicable, as adjusted pursuant to Section 2.01(d) hereof. The Company shall give prompt notice to Parent of any objections or duplicationdemands received by the Company for appraisal of Company Common Stock pursuant to the Appraisal Statute. Prior to the Closing, the applicable Per Share Merger Consideration Company shall have the right to direct all negotiations and proceedings with respect to such Common objections or demands and, after the Closing, the Representative shall have such right. Neither the Company nor the Surviving Corporation shall, without the prior written consent of Representative, make any payment with respect to, or settle or offer to settle, any such objections or demands, or agree to do any of the foregoing. The Surviving Corporation shall be indemnified by the holders of Company Series B-1 Preferred Stock on a dollar-for-dollar basis for any payment made by the Surviving Corporation to a holder of Dissent Shares or Preferred Sharesas a result of the exercise of the appraisal rights provided for in this section in excess of the aggregate Merger Consideration such holder would have received under Section 2.01(c), as applicable, adjusted pursuant to Section 2.01(d) hereof if such holder had not exercised such appraisal rights but instead tendered the Certificates for such Dissent Shares to Parent with the required documentation as provided in Section 2.02(b) (the “Excess Amount”). Any such Excess Amount shall be paid by the Representative on behalf of the holders of Company Series B-1 Preferred Stock solely from the Holdback that would otherwise be payable to the holders of Company Series B-1 Preferred Stock in accordance with Section 2.01(d)(I). Conversely, if the payment made by the Surviving Corporation to a holder of Dissent Shares as a result of the exercise of the appraisal rights provided for in this Article IVsection is less than the aggregate Merger Consideration such holder would have received under Section 2.01(c), as adjusted pursuant to Section 2.01(d) hereof if such holder had not exercised such appraisal rights but instead tendered the Certificates for such Dissent Shares to Parent with the required documentation as provided in Section 2.02(b), then Parent and the Surviving Corporation will pay the amount of such deficiency to the the Representative on behalf of the Series B-1 Shareholders.

Appraisal Rights. Subject 2.7.1 Notwithstanding any provision of this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive capital stock of Company outstanding immediately before the applicable Per Share Merger Consideration Effective Time held by a holder who has properly demanded and perfected appraisal rights for 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 the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at who, as of the Effective Time, has not withdrawn or lost such appraisal rights ("Dissenting Shares"), shall not be converted into or represent the right to receive the consideration for Shares of Company as provided in Sections 2.2 and 2.6 hereof, and the holder of Dissenting Shares shall no longer be outstandingentitled only to such rights as are provided by the DGCL. 2.7.2 If any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal as provided in the DGCL, then as of the later of the Effective Time or such withdrawal or loss of such appraisal rights, such holder's shares of capital stock of Company shall automatically be cancelled converted into and shall cease represent only the right to existreceive the consideration for such shares as provided for in, and such Dissenting Stockholder shall cease subject to have any other rights with respect to such Dissenting Shares. The the terms and conditions of, Sections 2.2 and 2.6 hereof, without interest thereon. 2.7.3 Company shall give Parent SCT (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by of any of the Company (or written threats thereof)Shares, any attempted withdrawals of such demands demands, and any other documents and instruments served pursuant received by Company relating to the DGCL and received by the Company in respect rights of any demand for appraisal under holder of the DGCL Shares relating to rights of 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 or Surviving Company may not, except with upon the prior written consent of ParentSCT, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisal of any of the Shares, offer to settle or settle any such demands demands, or approve any withdrawal of any such demands. 2.7.4 To the extent that SCT, Acquisition Sub or agree, authorize the Surviving Company makes any payment or commit to do any payments 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, SCT, Acquisition Sub or the Surviving Company shall be entitled to recover under the terms of Section 11 hereof the aggregate amount by which such payment or payments exceed the consideration that otherwise would have been payable in respect of 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 any other provision of this Agreement to the last sentence contrary, shares of this Section 4.2(g)CKF Bancorp Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who properly shall have demanded appraisal for the fair value for such shares in accordance with the DGCL (collectively, no Dissenting Stockholder the “Dissenters’ Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders instead shall be entitled to receive such rights as are granted in accordance with the applicable Per Share Merger Consideration with respect DGCL, except that all Dissenters’ Shares held by stockholders who shall have failed to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder perfect or who effectively shall be entitled to receive only the payment provided by Section 262 of have withdrawn or otherwise lost their appraisal rights under the DGCL with respect shall thereupon be deemed to the Dissenting Shares owned by such Dissenting Stockholder have been converted into and it being understood and acknowledged that at to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.7 herein of the Certificate(s) that, immediately prior to the Effective Time, evidenced 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 Sharesshares. The Company CKF Bancorp shall give Parent Kentucky First (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)rights, any attempted withdrawals of such demands for payment 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 CKF Bancorp relating to Dissenters’ Shares, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal demands under the DGCLDGCL consistent with the obligations of CKF Bancorp thereunder. The Company CKF Bancorp shall not, except with the prior written consent of ParentKentucky First, voluntarily (x) make any payment or deposit with respect to any demands for appraisalssuch demand, (y) offer to settle or settle any such demands demand for payment of fair value or approve (z) waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands, or agree, authorize or commit other action to do any of perfect appraisal rights in accordance with 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 IVDGCL.

Appraisal Rights. Subject Notwithstanding anything contained herein to the last sentence of this Section 4.2(g)contrary, no any Dissenting Stockholder Shares shall not be entitled converted into the right to receive the applicable Per Share Merger Consideration cash amount provided for in Section 1.9(a), 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 pursuant to Washington Law. Each holder of Dissenting StockholderShares who, but insteadpursuant to the provisions of Washington Law, each Dissenting Stockholder shall be becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Washington Law (but only after the payment provided by value therefor shall have been agreed upon or finally determined pursuant to such provisions), and subject to and in accordance with Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder 1.10(c) and it being understood and acknowledged that at Article VIII. If, after the Effective Time, such any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstanding, shall automatically be cancelled and shall cease converted into the right to existreceive the cash payable pursuant to Section 1.9(a) in respect of such shares as if such shares never had been Dissenting Shares, and Acquiror shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.10(c), following the satisfaction of the applicable conditions set forth in Section 1.10(c), the amount of cash to which such Dissenting Stockholder shall cease to have any other rights with holder would be entitled in respect to thereof under this Section 1.9 as if such shares never had been Dissenting Shares, subject to and in accordance with Section 1.10(c) and Article VIII. The Company shall give Parent Acquiror (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal or purchase received by the Company (or written threats thereof)Company, any withdrawals of such demands demands, and any other documents and instruments served pursuant to the DGCL Washington Law and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity the right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal or purchase under the DGCLWashington Law. The Company shall not, except with the prior written consent of ParentAcquiror, or as otherwise required under Washington Law, 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 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 or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the Washington Law. The payout of consideration under this Agreement to the Company Shareholders (other than to holders of Dissenting Shares who shall be deemed to have been converted into, treated as provided in this Section 1.9(d) and to have become exchangeable for, as under Washington Law) shall not be affected by the exercise or potential exercise of -24- appraisal rights under Washington Law by any other shareholder 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 (a) Notwithstanding anything in this Agreement to the last sentence contrary and unless otherwise provided by applicable law, each share of this FP Holding Common Stock which is issued and outstanding immediately prior to the Effective Time and which is owned by a shareholder of FP Holding who (i) shall not have voted or caused or permitted any of his, her or its shares to be voted in favor of the Merger, and (ii) pursuant to Section 4.2(g13.1-729 et seq. of the VSCA, duly and validly exercises and perfects his, her or its appraisal rights with respect to his, her or its shares of FP Holding Common Stock (the “Dissenting Shares”), no Dissenting Stockholder shall 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 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 Timeholder thereof, 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, shall be entitled to payment in cash from the Surviving Corporation of the appraised value of the Dissenting Shares in accordance with the provisions of the VSCA. The Company If any such holder shall give Parent have failed to duly and validly exercise or perfect or shall have effectively withdrawn or lost such appraisal rights, each share of FP Holding Common Stock of such holder as to which appraisal rights were not duly and validly exercised or perfected, or were effectively withdrawn or lost, shall not be deemed a Dissenting Share and shall automatically be converted into and shall thereafter be exchangeable only for the right to receive the Merger Consideration as provided in this Agreement. (b) FP Holding will provide WFBI (i) reasonably prompt written notice of, and copies of, of any written demands received by FP Holding for appraisal received by the Company (or written threats thereof)of shares of FP Holding Common Stock, any attempted withdrawals of such demands and any other documents and instruments served on and received by FP Holding pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL VSCA, 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 DGCLVSCA. The Company FP Holding shall not, except with the prior written consent of ParentWFBI, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisal, settle or offer to settle or settle any such demands 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 (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Buyer Common Stock that are outstanding immediately prior to the Dissenting Shares owned Effective Time and which are held by stockholders who have not voted in favor of, or consented to, the Merger and who have properly exercised and perfected appraisal rights for such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by shares of Buyer Common Stock in accordance with Section 262 of the DGCL with respect DGCL, if and to the extent applicable (collectively, 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 outstandingShares”), shall automatically not be cancelled and shall cease converted into or represent the right to exist, and such Dissenting Stockholder shall cease to have any other rights with respect receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. The Company Such stockholders shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by instead be entitled to receive payment of the Company (or written threats thereof), any withdrawals appraised value of such demands shares of Buyer Common Stock held by them in accordance with the DGCL, unless and any other documents and instruments served pursuant until such stockholders fail to the DGCL and received by the Company in respect of any demand for perfect or effectively withdraw or otherwise lose their 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 rights under the DGCL. The Company All Dissenting Shares held by stockholders who shall not, except with the prior written consent of Parent, voluntarily make any payment have failed to 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 the their right to appraisal of such shares of Buyer Common Stock under Section 262 of the DGCL with respect to any Dissenting Shares(whether occurring before, such Dissenting Shares at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of -24- the Effective Time, the right to receivereceive the Merger Consideration, without interest or duplicationinterest, attributable to such Dissenting Shares upon their surrender in the applicable Per Share Merger Consideration manner provided in Section 1.5. (b) Buyer shall give to the Company prompt written notice of any demands by dissenting stockholders received by Buyer, withdrawals of such demands and any other instruments served on Buyer and any material correspondence received by Buyer in connection with such demands, and Buyer shall have the right to direct all negotiations and proceedings with respect to such Common Shares demands; provided that the Company shall have the right to participate in such negotiations and proceedings. Neither Buyer nor the Company shall, except with the prior written consent of the other Party, voluntarily make any payment with respect to, or Preferred Sharessettle or offer to settle, as applicableany such demands, pursuant or approve any withdrawal of any such demands or agree to this Article IVdo any of the foregoing.

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 Company Common Stock (“Appraisal Rights Shares”) 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 Shares owned by such Dissenting Stockholderdemand, but insteadand who properly demands, each Dissenting Stockholder shall be entitled to receive only the payment provided by appraisal thereof pursuant to, and who complies in all respects with, Section 262 of the DGCL with respect (“Section 262”) shall not be converted into the right to receive any portion of the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at consideration specified in Section 2.3(b), but rather the Effective Time, such Dissenting holders of Appraisal Rights Shares shall no longer be outstandingentitled to payment of the fair market value of such Appraisal Rights Shares in accordance with Section 262; provided, however, that if any such holder shall automatically be cancelled and fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then such shares shall cease to existbe Appraisal Rights Shares, the right of such holder to be paid the fair value thereof shall cease 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 shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable for, as of -24- the Effective Time, solely for the right to receive, without interest or duplicationthe consideration payable to such holder under the terms of Section 2.3. In the event (x) any Appraisal Rights Share shall so cease to be an Appraisal Rights Share, the applicable Per Surviving Corporation shall promptly pay to the Paying Agent any incremental amount that would have been required to have been paid to the Paying Agent hereunder if such share had never been an Appraisal Rights Share Merger Consideration and (y) that any holder of Appraisal Rights Shares is entitled to payment of the fair market value of such Appraisal Rights Shares in accordance with respect Section 262, the Surviving Corporation shall be responsible to pay such Common Shares or Preferred Sharesholder all of such amount, and the Surviving Corporation shall be entitled to indemnification for any amounts in excess of the amount such holder would have received hereunder, as applicable, pursuant to this Article IVprovided under Section 8.2(a)(iii).

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, to the extent provided by the New York Business Corporation Law, Parent will not make any payment of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Jade Merger Consideration with respect to Jade Common Stock held by any person (each a "Dissenting Stockholder" and collectively, the "Dissenting Shares owned by Stockholders") who elects to demand appraisal of his or her shares and duly and timely complies with all the provisions of the New York Business Corporation Law (the "Appraisal Rights") concerning the right of holders of Jade Common Stock to require appraisal of their shares ("Dissenting Shares"), but such Dissenting Stockholder, but instead, each Dissenting Stockholder Stockholders shall be entitled have the right to receive only such consideration from Parent as may be determined to be due such Dissenting Stockholders pursuant to the payment provided by Section 262 laws of the DGCL with respect State of New York, subject to Section 6.2(e) below which provides for the Parent's right to terminate the proposed Merger in the event that the aggregate of any Appraisal Rights exercised by Dissenting Shares owned by Stockholders would require the Parent to make a cash payment in excess of $25,000 to such Dissenting Stockholder and it being understood and acknowledged that at Stockholders in lieu of their right to receive their pro-rata share of the Jade Merger Consideration. If, after the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such a 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 (withdraws his 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 her demand for appraisal under the DGCL and (ii) a reasonable opportunity or fails to participate perfect or otherwise loses his or her right of appraisal, 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 case pursuant of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn New York Business Corporation Law, each of his or otherwise waived or lost the right under Section 262 her shares of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall Jade Common Stock will be deemed to have been be converted into, and to have become exchangeable for, as of -24- the Effective Time, Time into the right to receive, without interest or duplication, receive the applicable Per Share Jade Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 1.6(a).

Appraisal Rights. Subject No stockholder of the Company who has perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the last sentence of this Section 4.2(g)DGCL (each, no a “Dissenting Stockholder 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 Person unless and until such Person shall have effectively withdrawn or lost (through failure to perfect or otherwise) such Person’s right to appraisal under the DGCL. Each such 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 SharesStockholder. 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 that are 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 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 appraisalsappraisal, offer to settle or settle any such demands or demands, waive any failure to timely deliver a written demand for appraisal under the DGCL, approve any withdrawal of any such demands, demands or agree, authorize propose or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn withdraws or otherwise waived loses (through failure to perfect or lost otherwise) such stockholder’s right to obtain payment for the right fair value of such stockholder’s Shares under the Section 262 of the DGCL with respect to any Dissenting SharesDGCL, then, as of the later of the Effective Time and the time of the occurrence of such effective withdrawal or loss, such stockholder shall no longer be a Dissenting Stockholder and such Dissenting Stockholder’s Shares shall be deemed to have been converted into, and to have become exchangeable fortreated as if they had, as of -24- the Effective Time, been converted into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred SharesConsideration, without interest, as applicable, pursuant to this Article IVset forth in Section 3.1(a).

Appraisal Rights. Subject Each issued and outstanding share of Company Stock that is held by a Person who has not voted in favor of the Merger or consented thereto in writing or executed an enforceable waiver of appraisal rights to the last sentence extent permitted by applicable Law and, in the case of this any Person required to have exercised appraisal rights under Section 4.2(g)262 of Delaware Corporation Law as of the Effective Time of the Merger in order to preserve such rights, no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect to which appraisal rights under the Dissenting Shares owned by such Dissenting StockholderDelaware Corporation Law have been properly exercised, but insteadshall not be converted into the right to receive any portion of the Closing Merger Consideration or the Additional Merger Consideration, each Dissenting Stockholder as the case may be, and instead shall be entitled converted into the right to receive only payment from the payment Surviving Corporation with respect thereto as provided by Section 262 of the DGCL with respect to Delaware Corporation Law, unless and until 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 holder of any such demands, share shall have failed to perfect or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost such holder’s right to appraisal and payment under the right under Section 262 of the DGCL with respect to any Dissenting SharesDelaware Corporation Law, in which case such Dissenting Shares share shall thereupon be deemed to have been converted into, and to have become exchangeable fordeemed, as of -24- the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate in accordance with Section 5.2(f), without interest or duplicationinterest, in accordance with this Agreement, a portion of the Final Closing Merger Consideration, the applicable Per Share Surplus Merger Consideration Adjustment Amount, the Expense Funds and the Earn-Out Amount in accordance with respect Section 4.1(a). From and after the Effective Time, no stockholder who has demanded appraisal rights shall be entitled to vote such Common Shares holder’s shares of Company Stock for any purpose or Preferred to receive payment of dividends or other distributions on such holder’s shares (except dividends or other distributions payable to stockholders of record at a date prior to the Effective Time). Any shares of Company Stock for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, are referred to in this Agreement as “Dissenting 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 the applicable Per Share Merger Consideration with respect NSC Shares issued•and outstanding immediately prior to the Dissenting Shares owned Effective Time and held by such Dissenting Stockholdera NSC stockholder who has not voted in favor of the Merger, but instead, each Dissenting Stockholder shall be entitled consented thereto in writing or otherwise contractually waived their rights to receive only appraisal and who has complied with all of the payment provided by relevant provisions of • Section 262 of the DGCL with respect Delaware Law, (a "Dissenting Shareholder") shall not be converted into the right to receive the Merger. Consideration provided in Section 1.7 hereof unless and until such holder fails to perfect or effectively withdraws or, otherwise loses such holder's right to appraisal under Delaware Law. A Dissenting Shareholder may receive payment of the fair value of the NSC Shares issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and held by such Dissenting Stockholder and it being understood and acknowledged Shareholder ("Dissenting Shares") in accordance with the provisions of Delaware Law, provided that at such Dissenting Shareholder complies with Section 262 of Delaware Law. At the Effective Time, such all Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to existexist and shall represent only the right to. receive the fair value thereof in accordance with Delaware Law. If, and after the Effective Time, any Dissenting Shareholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder shall cease Shareholder's right to have any other rights with respect to appraisal,. such Dissenting SharesShareholder's Dissenting Shares shall thereupon be treated as if they had been converted, as of the Effective Time, into the right to receive the Merger Consideration set forth in Section 1.7 hereof. The Company NSC shall give Parent Azurel (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 withdrawals of such demands for appraisal 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 Delaware Law and (iib) a reasonable the opportunity to participate in and direct all negotiations and Proceedings negotiations, proceedings or settlements with respect to any demand demands for appraisal under the DGCLDelaware Law. The Company NSC shall not, except with the prior written consent of Parent, not voluntarily make any payment or deposit with respect to any demands for appraisalsappraisal and shall not, except with Azurel's prior written consent, 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 -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 to the last sentence of this Section 4.2(g)contrary contained herein, no any Dissenting Stockholder Shares shall not be entitled converted into the right to receive the applicable Per Share portion of the Merger Consideration 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 pursuant to the DGCL or the CCC. Each holder of Dissenting StockholderShares who, but insteadpursuant to the DGCL or the CCC, each Dissenting Stockholder shall be becomes entitled to payment thereunder for such shares shall receive only the payment provided by Section 262 of therefor in accordance with the DGCL with respect or the CCC (but only after the value therefor shall have been agreed upon or finally determined pursuant to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at provisions). If, after the Effective Time, such any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstanding, shall automatically be cancelled and shall cease deemed to existhave converted at the Effective Time into the right to receive the applicable portion of the Merger Consideration in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.4(a), following the satisfaction of the applicable conditions set forth in Section 1.4(a), the applicable portion of the Merger Consideration as if such Dissenting Stockholder shall cease to have any other rights with respect to such shares never had been Dissenting Shares. The Company shall give Parent provide to Acquirer (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal or purchase received by the Company (or written threats thereof)Company, any withdrawals of such demands and any other documents and instruments related to such demands served pursuant to the DGCL or the CCC and received by the Company in respect of any demand for appraisal under the DGCL 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 DGCLDGCL or the CCC. The Company shall not, except with the prior written consent of ParentAcquirer, or as otherwise required under the DGCL or the CCC, voluntarily make any payment or 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 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. Subject to Section 8.2, such the payout of consideration under this Agreement to the Company Stockholders (other than in respect of Dissenting Shares Shares, which shall be deemed to have been converted into, treated as provided in this Section 1.3(f) and to have become exchangeable for, as under the DGCL or the CCC) shall not be affected by the exercise or potential exercise of -24- appraisal rights or dissenters’ rights under the Effective Time, DGCL or 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 IVCCC by any other Company Stockholder.

Appraisal Rights. Subject Stockholders who have complied with all the requirements for perfecting appraisal rights for Shares as required under the DGCL ("Dissenting Stockholders") shall not be entitled to any portion of the last sentence Merger Consideration under this Agreement with respect to such Shares notwithstanding the foregoing provisions of this Section 4.2(g)ARTICLE I, no Dissenting Stockholder and in lieu thereof shall be entitled to receive from the applicable Per Share Merger Consideration with respect Surviving Corporation whatever is determined to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled due to receive only the payment provided by Section 262 of them under the DGCL with respect to such Shares (the "Dissenting Shares"); provided, however, that Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that outstanding at the Effective Time, Time of the Merger and held by a Dissenting Stockholder who shall after the Effective Time of the Merger lose such Dissenting Shares Stockholder's right of appraisal as provided by the DGCL shall be deemed to be converted as of the Effective Time of the Merger into the right to receive the consideration that would otherwise have been payable in respect thereof under, and on the terms and conditions set forth in, this Agreement if no longer be outstandingdissent had been made. Promptly after execution and delivery of this Agreement, Company shall automatically be cancelled take such actions as are necessary to comply with the requirements of Section 262(d) of the DGCL and shall cease use reasonable best efforts to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (iensure that the deadline under Section 262(d) reasonably prompt written notice of, and copies of, any written for 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 the Merger shall have expired prior to the Effective Time of the Merger. Prior to the Effective Time of the Merger, Company will not settle 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 without the consent of Parent. Company shall give notice to Parent promptly after it is notified that any Stockholder has elected or attempted to exercise appraisal rights. Nothing in this Agreement is intended or shall be deemed to have been converted into, and to have become exchangeable for, construed as of -24- the Effective Time, the right to receive, without interest an agreement or duplication, the applicable Per Share Merger Consideration admission that any statutory appraisal rights are or may be available with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVthe transactions contemplated hereby.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence of this contrary (other than Section 4.2(g1.7(b)), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal rights for 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 the Dissenting Shares owned by such Dissenting Stockholder Delaware Law and it being understood and acknowledged that at who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters; rights ("DISSENTING SHARES"), shall not be converted into or represent a right to receive Parent Capital Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by Delaware Law. From and after the Effective Time, a holder of Dissenting Shares shall no longer not be outstandingentitled to exercise any of the voting rights or other rights of a shareholder of the Surviving Corporation. (b) Notwithstanding the provisions of Sections 1.6(c), (d) and (e) hereof, if any holder of shares of Company Capital Stock who demands appraisal of such shares under Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be cancelled converted into and shall cease represent only the right to existreceive Parent Capital Stock and fractional shares as provided in Section 1.6(c), and (d) or (e) as the case may be, without interest thereon, upon surrender of the certificate representing such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. shares. (c) 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)Capital Stock, 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 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 DGCLDelaware Law. 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.voluntarily

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Capital Stock that are outstanding immediately prior to the Effective Time which are held by stockholders who did not vote in favor of the First Merger or consent thereto in writing and who are entitled to demand and have properly exercised and perfected appraisal rights for such shares of Company Capital Stock pursuant to, and in accordance with, the provisions of Section 4.2(g)262 of the DGCL (collectively, no the “Dissenting Stockholder Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting 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 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 appraised value of such demands shares of Company Capital Stock held by them in accordance with the DGCL, unless and any other documents and instruments served pursuant until such stockholders fail to the DGCL and received by the Company in respect of any demand for perfect or effectively withdraw or otherwise lose their 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 rights under the DGCL. The Company All Dissenting Shares held by stockholders who shall not, except with the prior written consent of Parent, voluntarily make any payment have failed to 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 the their right to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL with respect to any Dissenting Shares(whether occurring before, such Dissenting Shares at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of -24- the Effective Time, the right to receivereceive the Merger Consideration, without interest interest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 1.5 and 1.7. (b) The Company shall give Parent prompt written notice of any demands by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company in connection with such demands. The Company shall not, except with Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or duplicationdelayed), the applicable Per Share Merger Consideration voluntarily make any payment with respect to, or settle or offer to settle, any such Common Shares demands, or Preferred Shares, as applicable, pursuant approve any withdrawal of any such demands or agree to this Article IVdo any of the foregoing.

Appraisal Rights. Subject (a) 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 which are held by stockholders who have exercised and perfected appraisal rights for such shares of Company Common Stock in accordance with the DGCL and/or, if applicable by virtue of Section 4.2(g)2115 of the CGCL and Chapter 13 of the CGCL (collectively, no the “Dissenting Stockholder Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 2.5 attributable to such Dissenting Shares. Such stockholders shall be entitled to receive payment of the applicable Per Share Merger Consideration appraised value of such shares of Company Common Stock held by them in accordance with respect the DGCL or the CGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL or the CGCL. All Dissenting Shares owned held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 shares of Company Common Stock under the DGCL with respect to or the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at CGCL (whether occurring before, at, or 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 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 -24- the Effective Time, the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration attributable to such Dissenting Shares upon their surrender in the manner provided in Section 2.5. (b) The Company shall give PubCo prompt written notice of any demands by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company in connection with such demands and the Company shall have the right to direct all negotiations and proceedings with respect to such Common Shares demands. The Company shall not, without PubCo’s prior written consent, not to be unreasonably withheld, delayed or Preferred Sharesconditioned, as applicablemake any payment with respect to, pursuant or settle or offer to this Article IVsettle, any such demands, or agree to do 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 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 -24- 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 No appraisal rights are available to the last sentence holders of this Section 4.2(g)Shares in connection with the Offer. However, no Dissenting Stockholder shall be entitled to receive if the applicable Per Share Merger Consideration with respect is consummated, the holders of Shares immediately prior to the Dissenting Effective Time who (i) did not tender such Shares owned by such Dissenting Stockholderin the Offer, but instead, each Dissenting Stockholder shall be entitled to receive only (ii) follow the payment provided by procedures set forth in 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 (iiii) 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 do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to have such Shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, as determined by such court. The “fair value” of any Shares could be based upon considerations other than, or in addition to, the price paid in the Offer and the market value of such Shares. Holders of Shares should recognize that the value so determined could be higher or lower than, or the same as, the Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer Price). Moreover, we may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such Shares is less than such amount. Under Section 262 of the DGCL, where a merger is approved under Section 251(h), either a constituent corporation before the DGCL effective date of the merger, or the surviving corporation within ten days thereafter, will notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and (ii) that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and will include in such notice a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under copy of Section 262 of the DGCL. The Company shall not, except Schedule 14D-9 filed by Xxxxxxxxx will constitute the formal notice of appraisal rights under Section 262 of the DGCL. As is described more fully in the Schedule 14D-9 filed by Xxxxxxxxx with the prior written consent SEC on the date of Parentthis Offer to Purchase, voluntarily make any payment or deposit with respect if a stockholder elects 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 exercise appraisal rights under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed held immediately prior to have been converted into, and to have become exchangeable for, as of -24- the Effective Time, such stockholder must do all of the right following: • within the later of the consummation of the Offer and 20 days after the mailing of the Schedule 14D-9, deliver to receiveXxxxxxxxx a written demand for appraisal of Shares held, without interest or duplication, which demand must reasonably inform Xxxxxxxxx of the applicable Per Share Merger Consideration with respect to identity of the stockholder and that the stockholder is demanding appraisal; • not tender such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVin the Offer; and • continuously hold of record such Shares from the date on which the written demand for appraisal is made through the Effective Time.

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 -24- 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 Stockholders who have complied with all the requirements for perfecting appraisal rights for Shares as required under the MBCL ("Dissenting Stockholders") shall not be entitled to any portion of the last sentence Merger Consideration under this Agreement with respect to such Shares notwithstanding the foregoing provisions of this Section 4.2(g)Article I, no Dissenting Stockholder and in lieu thereof shall be entitled to receive from the applicable Per Share Merger Consideration with respect Surviving Corporation whatever is determined to be due to them 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 MBCL with respect to such Shares (the "Dissenting Shares"); provided, however, that Dissenting Shares outstanding at the Effective Time of the Merger and held by a Dissenting Stockholder who shall after the Effective Time of the Merger lose such Dissenting Stockholder's right of appraisal as provided by the MBCL shall be deemed to be converted as of the Effective Time of the Merger into the right to receive the consideration that would otherwise have been payable in respect thereof under, and on the terms and conditions set forth in, this Agreement if no dissent had been made. The Promptly after execution and delivery of this Agreement, Company shall give Parent (i) reasonably prompt written notice of, take such actions as are necessary to comply with the requirements of Sections 87 and copies of, any written 88 of Chapter 156B of the MBCL and shall use reasonable best efforts to ensure that the deadline under Section 89 for 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 the Merger shall have expired prior to the Effective Time of the Merger. Prior to the Effective Time of the Merger, Company will not settle 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 without the consent of Parent. Company shall give notice to Parent promptly after it is notified that any Stockholder has elected or attempted to exercise appraisal rights. Nothing in this Agreement is intended or shall be deemed to have been converted into, and to have become exchangeable for, construed as of -24- the Effective Time, the right to receive, without interest an agreement or duplication, the applicable Per Share Merger Consideration admission that any statutory appraisal rights are or may be available with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVthe transactions contemplated hereby.

Appraisal Rights. Subject (a) Notwithstanding anything to the last sentence contrary contained in this Agreement, Appraisal Shares (as defined in Section 1.8(c)) shall not be converted into or represent the right to receive Parent Common Stock in accordance with Section 1.5(a) (or cash in lieu of this fractional shares in accordance with Section 4.2(g1.5(c)), no Dissenting Stockholder and each holder of Appraisal Shares shall be entitled only 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 SharesAppraisal Shares as may be granted to such holder in Section 262 of the DGCL. From and after the Effective Time, a holder of Appraisal Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If any holder of Appraisal Shares shall fail to perfect or shall waive, rescind, withdraw or otherwise lose such holder's right of appraisal under Section 262 of the DGCL, then (i) any right of such holder to require the Company to purchase the Appraisal Shares for cash shall be extinguished and (ii) such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) Parent Common Stock in accordance with Section 1.5(a) (and cash in lieu of any fractional share in accordance with Section 1.5(c)). (b) The Company (i) shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands demand by any stockholder of the Company for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served stockholder's shares of Company Capital Stock pursuant to the DGCL and received by of any other notice, demand or instrument delivered to the Company in respect of any demand for appraisal under pursuant to the DGCL DGCL, and (ii) a reasonable shall give Parent's Representatives the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any such notice, demand for appraisal under the DGCLor instrument. The Company shall not, except with the prior written consent of Parent, voluntarily not make any payment or deposit settlement offer with respect to any demands for appraisals, offer to settle such notice 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 demand unless Parent shall have effectively withdrawn consented in writing to such payment or otherwise waived or lost settlement offer. (c) For purposes of this Agreement, "Appraisal Shares" shall refer to any shares of Company Capital Stock outstanding immediately prior to the right under Effective Time that are held by stockholders who are entitled to demand and who properly demand appraisal of such shares pursuant to, and who comply with the applicable provisions of, 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 IVDGCL.

Appraisal Rights. Subject Notwithstanding any other provision of this Agreement to the last sentence contrary, shares of this Section 4.2(g)Stonegate Common Stock that are outstanding immediately prior to the Effective Time and with respect to which the shareholders thereof who are entitled to demand and have properly demanded the fair value of such shares in accordance with Sections 607.1301 to 607.1333 of the FBCA and which shareholders have not voted in favor of the Merger and otherwise complied with the applicable provisions of the FBCA in all respects (collectively, no Dissenting Stockholder the “Appraisal Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders instead 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 fair value of such shares held by them in accordance with respect the provisions of Sections 607.1301 to 607.1333 of the Dissenting FBCA, except that all Appraisal Shares owned held by such Dissenting Stockholder shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting shareholders under the FBCA shall thereupon be deemed to have been converted into and it being understood and acknowledged that at to have become exchangeable, as of the Effective Time, such Dissenting Shares shall no longer be outstandingfor the right to receive, shall automatically be cancelled and shall cease without any interest thereon, the Merger Consideration pursuant to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting SharesSection 2.7. The Company Stonegate 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)payment of fair value of any shares of Stonegate Common Stock, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL FBCA and received by the Company in respect of any demand for Stonegate relating to shareholders’ appraisal under the DGCL rights and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal demands under the DGCLFBCA consistent with the obligations of Stonegate thereunder. The Company Stonegate shall not, except with the prior written consent of Parent, voluntarily (x) make any payment or deposit with respect to any demands for appraisalssuch demand, (y) offer to settle or settle any such demands demand for payment of fair value or approve (z) waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands, or agree, authorize or commit other action to do any perfect payment of fair value rights in accordance with 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 IVFBCA.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Share Capital that are outstanding immediately prior to the Effective Time and which are held by shareholders who have indicated by way of written objection (pursuant to section 238(2) of Cayman Law) the desire to dissent with respect to such shares of Company Share Capital (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the per share amount of the merger consideration described in Section 4.2(g), no 1.5 attributable to such Dissenting Stockholder Shares. Such shareholders shall be entitled to receive payment of the applicable Per appraised value of such shares of Company Share Merger Consideration Capital held by them in accordance with respect Cayman Law, unless and until such shareholders fail to the elect to dissent by way of a written notice (pursuant to section 238(5) of Cayman Law) or effectively withdraw or otherwise lose their appraisal rights under Cayman Law. All Dissenting Shares owned held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shareholders who shall be entitled have failed to receive only the payment provided elect to dissent by Section 262 way 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 a written notice of, and copies of, any written demands for (pursuant to section 238(5) of Cayman Law) 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 shares of Company in respect of any demand for appraisal Share Capital 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 Law 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 -24- the Effective Time, the right to receivereceive the per share amount of the merger consideration attributable to such Dissenting Shares upon their surrender in the manner provided in Section 1.5. (b) The Company shall give Parent prompt written notice of any demands by dissenting shareholders received by the Company, without interest withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company in connection with such demands or duplicationin connection with Section 238 of Cayman Law, and the applicable Per Share Merger Consideration Company shall have the right to direct all negotiations and proceedings with respect to such Common Shares or Preferred Shares, as applicable, demands (including settlement offers). In the event that any written objections are served by the dissenting shareholders to the Company pursuant to this Article IVSection 238(2) of Cayman Law, the Company shall serve written notice of the authorization of the Merger (in form and substance reasonably acceptable to Parent) to such dissenting shareholders pursuant to Section 238(4) of Cayman Law within twenty (20) days of the approval of the Merger by the shareholders of the Company. Except with the prior written consent of Parent (such consent not be unreasonably withheld, conditioned or delayed), the Company shall not make any payment with respect to, or offer to settle or settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Subject Notwithstanding anything contained herein to the last sentence of this Section 4.2(g)contrary, no any Dissenting Stockholder Shares shall not be entitled converted into the right to receive the applicable Per Share Merger Consideration consideration provided for in Section 1.11(b), 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 pursuant to Delaware Law. Each holder of Dissenting StockholderShares who, but insteadpursuant to the provisions of Delaware Law, each Dissenting Stockholder shall be becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law (but only after the payment provided by Section 262 of the DGCL with respect value therefor shall have been agreed upon or finally determined pursuant to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at provisions). If, after the Effective Time, such any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstanding, shall automatically be cancelled and shall cease converted into the right to existreceive the consideration payable pursuant to Section 1.11(b) in respect of such shares as if such shares never had been Dissenting Shares, and Acquiror shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.12(a), following the satisfaction of the applicable conditions set forth in Section 1.12(a), the amount of consideration to which such Dissenting Stockholder shall cease to have any other rights with holder would be entitled in respect to thereof under this Section 1.11 as if such shares never had been Dissenting Shares. The Company shall give Parent Acquiror (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal or purchase received by the Company (or written threats thereof)Company, 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 and (ii) a reasonable opportunity the right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal or purchase under the DGCLDelaware Law. The Company shall not, except with the prior written consent of ParentAcquiror, or as otherwise required under Delaware Law, 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 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 . The payout of consideration under this Agreement to the stockholders of the Company (other than to holders of Dissenting Shares who shall be deemed to have been converted into, treated as provided in this Section 1.11(e) and to have become exchangeable for, as under Delaware Law) shall not be affected by the exercise or potential exercise of -24- appraisal rights or dissenters’ rights under Delaware Law by any other stockholder 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 (a) The parties acknowledge that the Company's stockholders are currently not entitled to appraisal rights under Section 262 of the DGCL. However, to the last sentence extent that at any point such appraisal rights become available in connection with the transactions contemplated by this Agreement, the parties intend for paragraphs (b) and (c) below to apply. (b) Notwithstanding anything to the contrary contained in this Agreement, any shares of this Section 4.2(gcapital stock of the Company for which, as of the Company stockholders' meeting called to approve the Merger (the "Company Stockholders' Meeting"), no the holder thereof has demanded an appraisal of their value in accordance with applicable law ("Dissenting Stockholder Shares") shall not be converted into or represent the right to receive the applicable Merger Consideration in accordance with Section 1.6, and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders under applicable law; PROVIDED, HOWEVER, that if the status of any such shares as Dissenting Shares shall not be perfected in accordance with applicable law, or if any such shares shall lose their status as Dissenting Shares then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) the applicable Merger Consideration in accordance with Section 1.6. In the event of any Dissenting Shares, the aggregate Merger Consideration will be deemed to be reduced by the proportional share of the Merger Consideration that the holders of such Dissenting Shares would be entitled to receive absent 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. appraisal. (c) The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal demand received by the Company (at or written threats thereof), any withdrawals prior to the Company Stockholders' Meeting to require the Company to purchase Dissenting Shares pursuant to applicable law and of such demands and any other documents and instruments served demand, notice or instrument delivered to the Company prior to the Effective Time 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 for appraisal under the DGCLsuch demand, notice or instrument. The Company shall not, except with the prior written consent of Parent, voluntarily not make any payment or deposit settlement offer prior to the Effective Time 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 demand unless Parent 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 consented in writing to such Common Shares payment or Preferred Shares, as applicable, pursuant to this Article IVsettlement offer.

Appraisal Rights. Subject Notwithstanding anything contained herein to the last sentence of contrary, other than as set forth in this Section 4.2(g1.9(d), no any Dissenting Stockholder Shares shall not be entitled converted into the right to receive the applicable Per Share Merger Consideration cash amount provided for in Section 1.9(a), 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 pursuant to Delaware Law. Each holder of Dissenting StockholderShares who, but insteadpursuant to the provisions of Delaware Law, each Dissenting Stockholder shall be becomes entitled to payment thereunder for such shares shall receive only the payment provided by therefor in accordance with Section 262 of Delaware Law (but only after the DGCL with respect value therefor shall have been agreed upon or finally determined pursuant to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at provisions). If, after the Effective Time, such any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstanding, shall automatically be cancelled and shall cease converted into the right to existreceive the cash payable pursuant to Section 1.9(a) in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.11(c), following the satisfaction of the applicable conditions set forth in Section 1.11(c), the amount of cash to which such Dissenting Stockholder shall cease to have any other rights with holder would be entitled in respect to thereof under this Section 1.9 as if such shares never had been Dissenting Shares. The Company shall give Parent Acquirer (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal or purchase received by the Company (or written threats thereof)Company, 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 and (ii) a reasonable opportunity the right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal or purchase under the DGCLDelaware Law. The Company shall not, except with the prior written consent of ParentAcquirer, or as otherwise required under Delaware Law, 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 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 contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who has neither voted in favor of adoption of this Section 4.2(g)Agreement nor consented thereto in writing and who has properly and validly exercised its statutory rights of appraisal of such shares (“Appraisal Shares”) pursuant to, no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholderand who complies in all respects with, but instead, 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 Merger Consideration as provided in Section 2.01(c), but rather the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting holders of Appraisal Shares shall no longer be outstanding, shall automatically be cancelled and shall cease entitled 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 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 Appraisal Shares in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings accordance with respect to any demand for appraisal under the DGCL. The Company shall notSection 262; 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 receive payment of fair value under Section 262 then the right of such holder to be paid the DGCL with respect to any Dissenting Shares, fair value of such Dissenting 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 forsolely for the right to receive, Merger Consideration as provided in Section 2.01(c), without interest thereon, upon surrender of -24- the Certificate or Uncertificated Shares formerly representing such shares. The Company shall give Parent as promptly as reasonably practicable notice of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in, and following the Effective Time direct, all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the right to receiveCompany shall not, without interest or duplicationthe prior written consent of Parent, make any payment to the applicable Per Share Merger Consideration holder of such Appraisal Shares with respect to, or settle or offer to settle, any such Common Shares demands, or Preferred Shares, as applicable, pursuant agree to this Article IVdo any of the foregoing.

Appraisal Rights. Subject No appraisal rights are available in connection with the Offer. However, if the Merger is consummated, any holder of Shares at the Effective Time (a "Remaining Stockholder") will have certain rights under the DGCL to dissent and demand appraisal of its Shares. Under Section 262 of the DGCL, a Remaining Stockholder who does not wish to accept the Merger Consideration for its Shares pursuant to the last sentence Merger has the right to seek an appraisal and be paid the "fair value" of this its Shares at the Effective Time (exclusive of any element of value arising from the accomplishment or expectation of the Merger) judicially determined and paid to it in cash, provided that such holder complies with the provisions of Section 4.2(g)262 of the DGCL. The following is a brief summary of the statutory procedures to be followed by a Remaining Stockholder in order to dissent from the Merger and perfect appraisal rights under Delaware law. This summary is not intended to be complete and is qualified in its entirety by reference to Section 262 of the DGCL, no Dissenting the text of which is set forth in Annex A hereto. Any Remaining Stockholder shall considering demanding appraisal is advised to consult legal counsel. Dissenters' rights will not be entitled available unless and until the Merger (or a similar business combination) is consummated. Remaining Stockholders of record who desire to receive exercise their appraisal rights must fully satisfy all of the applicable Per Share Merger Consideration with respect following conditions. A written demand for appraisal of Shares must be delivered to the Dissenting Shares owned by Secretary of the Company (1) before the taking of the vote on the approval and adoption of the Merger Agreement if the Merger is not being effected as a Short-Form Merger but rather is being consummated following approval thereof at a meeting of the Company's stockholders (a "Long-Form Merger") or (2) within 20 days after the date that the Surviving Corporation mails to the Remaining Stockholders a notice (the "Notice of Merger") to the effect that the Merger is effective and that appraisal rights are available (and includes in such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by notice a copy of Section 262 of the DGCL and any other information required thereby) if the Merger is being effected as a Short-Form Merger without a vote or meeting of the Company's stockholders. If the Merger is effected as a Long-Form Merger, this written demand for appraisal of Shares must be in addition to, and separate from, any proxy or vote abstaining from or against the approval of the Merger, and neither voting against, abstaining from voting, nor failing to vote on the Merger will constitute a demand for appraisal within the meaning of Section 262 of the DGCL. In the case of a Long-Form Merger, any stockholder seeking appraisal rights must hold the Shares for which appraisal is sought on the date of the making of the demand, continuously hold such Shares through the Effective Time, and otherwise comply with the provisions of Section 262 of the DGCL. In the case of both a Short-Form Merger and a Long-Form Merger, a demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder's name appears on the stock certificates. If the Shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by the fiduciary. If Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, he is acting as agent for the record owner. A record owner, such as a broker, who holds Shares as a nominee for others, may exercise appraisal rights with respect to the Dissenting Shares owned held for all or less than all beneficial owners of Shares as to which the holder is the record owner. In such case, the written demand must set forth the number of Shares covered by such Dissenting Stockholder demand. Where the number of Shares is not expressly stated, the demand will be presumed to cover all Shares outstanding in the name of such record owner. Beneficial owners who are not record owners and it being understood who intend to exercise appraisal rights should instruct the record owner to comply strictly with the statutory requirements governing the exercise of appraisal rights before the date of any meeting of stockholders of the Company called to approve the Merger in the case of a Long-Form Merger and acknowledged within 20 days following the mailing of the Notice of Merger in the case of a Short-Form Merger. The Remaining Stockholders who elect to exercise appraisal rights must mail or deliver their written demands to: Secretary, Alysis Technologies, Inc., 0000 Xxxxxx Xxxxxx, Suite 110, Emeryville, California, 94608. The written demand for appraisal should specify the stockholder's name and mailing address, the number of Shares covered by the demand and that at the stockholder intends to thereby demand appraisal of such Shares. In the case of a Long-Form Merger, the Company must, within ten days after the Effective Time, 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 provide 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 Effective Time to all stockholders who have effectively withdrawn or otherwise waived or lost the right under complied with Section 262 of the DGCL and have not voted for approval and adoption of the Merger Agreement. In the case of a Long-Form Merger, the Remaining Stockholders electing to exercise their appraisal rights under Section 262 must not vote for the approval of the Merger or consent thereto in writing. Voting in favor of the approval of the Merger, or delivering a proxy in connection with respect the stockholders meeting called to approve the Merger (unless the proxy votes against, or expressly abstains from the vote on, the approval and adoption of the Merger), will constitute a waiver of the Remaining Stockholder's right of appraisal and will nullify any Dissenting Shareswritten demand for appraisal submitted by the Remaining Stockholder. Regardless of whether the Merger is effected as a Long-Form Merger or a Short-Form Merger, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of -24- within 120 days after the Effective Time, either the right Company or any stockholder who has complied with the required conditions of Section 262 and who is otherwise entitled to receiveappraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the Shares of the dissenting stockholders. If a petition for an appraisal is timely filed, without interest or duplicationafter a hearing on such petition, the applicable Per Share Merger Consideration with respect Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and thereafter will appraise the Shares owned by such Common Shares or Preferred stockholders, determining the fair value of such Shares, as applicableexclusive of any element of value arising from the accomplishment or expectation of the Merger, pursuant together with a fair rate of interest to this Article IVbe paid, if any, upon the amount determined to be the fair value.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Company Common Stock or Company Series A Preferred Stock that are outstanding immediately prior to the Effective Time (other than any shares to be cancelled pursuant to Section 4.2(g3.2(c), no Dissenting Stockholder shall be ) and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL shall not be converted into the right to receive the applicable Per Share Merger Consideration and shall entitle the holder only to payment for such Appraisal Shares in accordance with respect and to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment extent provided by Section 262 of the DGCL with respect DGCL; provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the Dissenting right to appraisal under Section 262 of the DGCL, then such 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 deemed to existhave been converted as of the Effective Time into, and such Dissenting Stockholder shall cease become exchangeable solely for the right to have any other rights with respect to such Dissenting Sharesreceive, Merger Consideration as provided in Section 3.2(a) or Section 3.2(b), as applicable. The Company shall give provide prompt notice to Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (for appraisal of any shares of Company Common Stock or written threats thereof)Company Series A Preferred Stock, of any withdrawals of such demands and of any other documents and instruments served pursuant to the DGCL and received by the Company in respect pursuant to Section 262 of any demand for appraisal under the DGCL DGCL, and (ii) a reasonable opportunity Parent shall have the right to participate in and direct (provided, that such direction may not result in a binding obligation on the part of the Company that is effective prior to the Effective Time) all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent, 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 Any cash deposited with the right under Paying Agent pursuant to Section 262 of the DGCL 3.3(a) with respect to any Dissenting Shares, such Dissenting shares of Company Common Stock or Company Series A Preferred Stock that become Appraisal Shares shall be deemed returned 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 IVParent upon demand therefor.