Common use of Appraisal Rights Clause in Contracts

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 of the KGCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisal, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Class B 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 shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder holder shall be entitled to payment by the Company of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 262 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Class B Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Class B Share, in accordance with Section 3.1(c1.6(b), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Class B Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 of the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (bii) the right opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of ParentDGCL.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder holder shall be entitled to payment receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares rights set forth in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Shareshare of Company Common Stock, in accordance with Section 3.1(c)2.1, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice and a copy of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (bii) the right opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, the The Company shall not offer to make or make any payment or settlement offer prior to the Effective Time with respect to any such demands for appraisaldemand, notice or settle or offer to settle any such demand for appraisal without the prior instrument unless Parent shall have given its written consent of Parentto such payment or settlement.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 262 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c)2.7, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall (i) give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (bii) give Parent the right to direct make the final determination with respect to all negotiations and proceedings with respect related to demands for appraisal under the KGCC. Except to the extent required DGCL and (iii) not waive any failure by applicable Law, a stockholder of the Company to comply with the requirements of DGCL Section 262 to perfect or demand appraisal. The Company shall not offer to make or make any payment not, except with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder holder shall be entitled to payment receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares rights set forth in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Shareshare of Company Common Stock, in accordance with Section 3.1(c)2.1, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (bii) the right opportunity to direct control all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of ParentDGCL.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, Dissenting 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 provisions of Section 17-6712 of the KGCC, shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration (the “Dissenting Shares”in accordance with Section 2.4(c), but instead such stockholder shall be entitled only to payment such rights as are granted by the DGCL to a holder of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares rights set forth in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost rights such holder’s right to appraisal under the KGCCDGCL. If any holder of Dissenting Shares shall have failed lose their status as such (by the holder thereof effectively withdrawing, failing to perfect perfect, or shall have effectively withdrawn or lost such right, otherwise losing such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for appraisal rights under the right DGCL with respect to receivesuch shares), then, as of the later of the Effective TimeTime or the date of loss of such status, such shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the applicable Merger Consideration for each such Share, in accordance with Section 3.1(c2.4(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisalinterest, and shall not thereafter be deemed to be Dissenting Shares. (b) MDLY shall give SIC notice thereof and SIC shall have the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under any such demands. MDLY shall not, except with the KGCC. Except to the extent required by applicable Lawprior written consent of SIC, the Company shall not offer to make or voluntarily make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without payment. SIC shall contribute or cause to be contributed to the prior written consent of ParentSurviving Company funds sufficient from time to time to make all payments with respect to the Dissenting Shares.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder stockholders of the Company who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal comply with all of such Shares pursuant to, and who complies in all respects with, the relevant provisions of Section 17-6712 23B.13.230 of the KGCC, WBCA (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC)Consideration, unless and until such holder stockholders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented therebyWBCA. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any SharesMerger Consideration, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC WBCA and received by the Company relating to stockholders’ ' rights of appraisal, and (bii) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the KGCCWBCA. Except to the extent required by applicable Law, Neither the Company shall not offer to make or nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the prior written consent right to dissent, then (i) as of Parentthe occurrence of such event, such holder's Company Shares shall be converted into and represent the right to receive the Parent Shares issuable pursuant to Section 4.1, and (ii) promptly following the occurrence of such event, Parent shall deliver to the Exchange Agent the Merger Consideration to which such holder is entitled pursuant to Section 4.1.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c)2.7, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (bii) the right opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, the The Company shall not offer to make or make any payment not, except with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c2.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (bii) to the right extent permitted by applicable Law, the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except The Company shall not, except with the prior written consent of Parent or unless and to the extent required by to do so under applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisalto, or settle settle, or offer or agree to settle settle, any such demand for payment or waive any failure by a stockholder to timely comply with the requirements of the DGCL to perfect or demand appraisal without rights. Any portion of the prior written consent of ParentMerger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writingwriting or who otherwise did not validly waive their right to appraisal) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holderstockholder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c2.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (bii) the right opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, the The Company shall not offer to make or make any payment not, except with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment or waive any failure by a stockholder to timely comply with the requirements of the DGCL to perfect or demand appraisal rights. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued shares of Company Common Stock, if any, as to which the holder (or, in the case of a beneficial owner making a demand in its own name) thereof shall have (i) properly demanded appraisal 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, otherwise complied with the provisions of Section 17-6712 262 of the KGCCDGCL (“Section 262”) and (ii) not effectively withdrawn or lost such holder’s (or such beneficial owner’s) rights to appraisal (each, a “Dissenting Share”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”)pursuant to Section 2.1 and Section 2.2, but instead such stockholder at the Effective Time shall be become entitled only to payment of the appraised fair value of such Dissenting Shares shares of Company Common Stock determined in accordance with the provisions of Section 17-6712 of the KGCC 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding and outstanding, shall automatically be canceled cancelled and shall cease to exist, and such holder (or beneficial owner, as applicable) shall cease to have any rights with respect thereto, except thereto other than the right to receive the appraised fair value of such Dissenting Shares as determined in accordance with the provisions of Section 17-6712 of the KGCC262); provided, unless and until however, that if any such holder (or beneficial owner, as applicable) shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost rights lose the right to appraisal payment of the fair value of such Dissenting Shares under Section 262, then the KGCC. If any right of such holder (or beneficial owner, as applicable) to be paid the fair value of such holder’s (or such beneficial owner’s) Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost cease and such right, such holder’s Dissenting Shares shall thereupon be treated as if they had deemed to have been converted into as of the Effective Time into, and to have become exchangeable solely for the right to receive, as of the Effective Timewithout interest or duplication, the Merger Consideration for each such Share, in accordance with pursuant to Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. 2.1 and Section 2.2. (b) The Company shall give prompt notice to Parent (a) prompt written notice of any written demands received by the Company for appraisal of any Sharesshares of Company Common Stock, attempted or any withdrawals of such written demands and of any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisalunder Section 262, and (b) Parent shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch written demands. Except Prior to the extent required by applicable LawEffective Time, the Company shall not offer to make or make any payment with respect to any such demands for appraisalnot, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such written demand, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares (collectively, the "DISSENTING SHARES") that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder stockholders who did not vote (x) shall have neither voted in favor of the Merger (or consent nor consented thereto in writingwriting and (y) and who is entitled to demand and shall have demanded properly demands in writing appraisal of for such Shares pursuant to, and who complies in all respects with, accordance with Section 351.455 of MGBCL (the provisions of Section 17-6712 of the KGCC, "DISSENTING STOCKHOLDERS") shall not be converted into into, or be exchangeable for represent the right to receive receive, the Merger Consideration (the “Consideration. Such Dissenting Shares”), but instead such stockholder Stockholders shall be entitled to receive payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of such Section 17-6712 of the KGCC (and at the Effective Time351.455, such except that all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such Shares under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares Section 351.455 shall thereupon be treated as if they had deemed to have been converted into into, and to have become exchangeable for the right to receivefor, as of the Effective Time, the right to receive the Merger Consideration for each such Share, in accordance with Section 3.1(c)Consideration, without any interest thereon, it being understood that surrender upon surrender, in the manner provided in Section 3.2(b), of the Certificates certificate or Book-Entry Shares representing certificates that formerly evidenced such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. Shares. (b) The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands demands, and any other instruments served pursuant to the KGCC MGBCL and received by the Company relating to stockholders’ rights of appraisal, and (bii) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the KGCCMGBCL. Except to the extent required by applicable Law, the The Company shall not offer to make or not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal, or settle appraisal or offer to settle or settle any such demand for appraisal without the prior written consent of Parentdemands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and 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, the provisions of Section 17-6712 262 of the KGCC, DGCL (“Section 262”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”as provided in Section 2.2(a), but instead such stockholder rather the holders of Appraisal Shares shall be entitled to payment of the appraised fair value of such Dissenting Appraisal Shares in accordance with the provisions of Section 17-6712 of the KGCC 262 (and at the Effective Time, such Dissenting Appraisal Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and such holder holders shall cease to have any rights right with respect thereto, except the right to receive the appraised fair value of such Dissenting Appraisal Shares in accordance with the provisions of Section 17-6712 of the KGCC262); provided, unless and until however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost rights lose the right to appraisal under Section 262, then the KGCC. If any right of such holder to be paid the fair value of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Appraisal Shares shall thereupon cease and such Appraisal Shares shall be treated as if they had deemed to have been converted into as of the Effective Time into, and to have become exchangeable solely for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, as provided in accordance with Section 3.1(c2.2(a), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give serve prompt notice to Parent (a) prompt written notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals shares of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisalCommon Stock, and (b) Parent shall have the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except Prior to the extent required by applicable LawEffective Time, the Company shall not offer to make or make any payment with respect to any such demands for appraisalnot, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any portion of the Merger Consideration made available by the Exchange Agent pursuant to Section 2.3(a) to pay for Appraisal Shares shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are shares of Company Common Stock 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 holder who is entitled to demand and properly demands appraisal of such Shares (“Dissenting Shares”), pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Appraisal Rights”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”)Consideration, but instead such stockholder shall be entitled converted into the right to payment receive such consideration as may be due such holder pursuant to Section 262 of the appraised value of DGCL unless such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. At the Effective Time, such the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such each holder of Dissenting Shares shall cease to have any rights with respect theretoto such Dissenting Shares, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCC)DGCL. If, unless and until after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, Time into the right to receive the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give prompt notice to Parent (a) prompt written notice of any written demands received by the Company for appraisal of any Sharesshares of Company Common Stock or written threats thereof, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and applicable Law received by the Company relating to stockholdersStockholders’ rights of appraisal, and (b) Parent shall have the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except Prior to the extent required by applicable LawEffective Time, the Company shall not offer to make or not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without demands or agree to do or commit to do any of the prior written consent of Parentforegoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder any holder who did has not vote voted in favor of the Merger (or consent consented thereto in writing) and who is entitled to demand and properly demands exercises and perfects appraisal rights in respect of such Shares shares pursuant to, and who complies in all respects accordance with, the provisions of Section 17-6712 262 of the KGCC, DGCL (the “Appraisal Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”payable pursuant to Section 3.1(b)(i), but instead such stockholder at the Effective Time shall be entitled to payment only those rights as are granted by Section 262 of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (DGCL, and at the Effective Time, such Dissenting Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and . If any such holder shall cease fail to have any rights with respect theretoperfect or otherwise shall waive, except withdraw or lose the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of appraisal under Section 17-6712 262 of the KGCC), unless and until DGCL or a court of competent jurisdiction shall determine that such holder shall have failed is not entitled to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder relief provided by Section 262 of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost the DGCL, then such right, such holder’s Shares shares of Company Common Stock shall thereupon cease to constitute Appraisal Shares and shall thereafter be treated as if they had deemed to have been converted into and become exchangeable for the right to receivehave become, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c)right to receive, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented therebyMerger Consideration. The Company shall give deliver prompt notice to Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals shares of such demands Company Common Stock and any other instruments served pursuant to the KGCC and received by the Company relating shall provide Parent with the opportunity to stockholders’ rights of appraisal, and (b) the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of ParentDGCL.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Dissenting 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 provisions of Section 17-6712 of the KGCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but shall instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except converted into the right to receive the appraised value of such consideration as may be determined to be due with respect to such Dissenting Shares in accordance with the provisions of pursuant to Section 17-6712 262 of the KGCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented therebyDGCL. The Company shall give Parent (a) prompt written notice of any written demands demand for appraisal of any Sharesholder of Company Common Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the KGCC and received by the Company relating related to stockholders’ any rights of appraisal. Each holder of Dissenting Shares (a “Dissenting Stockholder”) who, pursuant to the applicable provisions of the DGCL, becomes entitled to payment of the “fair value” for their shares of Company Common Stock shall receive payment therefor (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 Stockholder shall fail to perfect or shall effectively waive, withdraw or lose such Dissenting Stockholder’s rights under Section 262 of the DGCL, then such person’s Dissenting Shares shall thereupon cease to be Dissenting Shares and shall be deemed to have been canceled at the Effective Time, and (b) the right Surviving Corporation shall issue and deliver, upon surrender by such holder of such holder’s Certificates and other documents referred to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Lawin Section 3.9, the Company shall not offer portion of the Merger Consideration to make or make any payment with respect to any which such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parentholder would otherwise theretofore have been entitled under this Agreement.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and shares outstanding immediately prior to the First Effective Time other than shares cancelled in accordance with Section 2.6(a)(i) or Section 2.6(a)(ii), and which are held by a stockholder holders who did not vote in favor are entitled to appraisal rights under Section 262 of the Merger (or consent thereto in writing) DGCL and who is entitled to demand have properly exercised and properly perfected their respective demands for appraisal of such Shares pursuant to, shares in the time and who complies manner provided in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL and, shall not be converted into or be exchangeable for as of the right First Effective Time, have neither effectively withdrawn nor lost their rights to receive such appraisal and payment under the Merger Consideration DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but instead such stockholder shall be entitled only to payment of the appraised fair value of such Dissenting Shares in accordance with the provisions of as shall be determined pursuant to Section 17-6712 262 of the KGCC (and at the Effective Time, DGCL in respect of any such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have shares; provided that if any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights such holder’s right to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such rightappraisal, such holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the First Effective Time into and become exchangeable for the right to receive, as of the Effective Time, receive the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereonthereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.12), it being understood that surrender of the Certificates or Book-Entry Shares representing and such shares shall not be deemed to be Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented therebyShares. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted of any withdrawals of such demands and of any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights under Section 262 of appraisalthe DGCL, and (b) Parent shall have the right to direct participate in (at its own expense) all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except to the extent required by applicable Law, the The Company shall not, without the prior written consent of Parent (not offer to make be unreasonably withheld, conditioned or delayed), make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand demands. The Company shall provide each of the holders of Company Common Stock as of the record date for appraisal without the prior written consent purpose of Parentreceiving the notice required by Section 262(d) of the DGCL with the notice contemplated thereby as part of the Schedule 14D-9.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares if required by the DGCL (but only to the extent required thereby) any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder holders who did have not vote voted such shares of Company Common Stock in favor of the Merger (or consent adoption of this Agreement and who are entitled to and have properly demanded appraisal rights with respect thereto in writing) and who is entitled to demand and properly demands appraisal accordance with Section 262 of such Shares pursuant tothe DGCL, and who complies have complied in all respects with, the provisions of with Section 17-6712 262 of the KGCCDGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares as provided in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC2.6(b), unless and until such holder shall have failed to perfect or Person shall have effectively withdrawn or otherwise lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have or failed to perfect such Person’s right to appraisal or payment under the DGCL, at which time (a) such shares of Company Common Stock shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, as provided in accordance with Section 3.1(c2.6(b), without interest and after giving effect to any interest thereonrequired Tax withholdings pursuant to Section 3.3, it being understood that surrender (b) such shares of Company Common Stock shall not be deemed Dissenting Shares and (c) such holder thereof shall cease to have any other rights with respect to such shares of Company Common Stock. Each Dissenting Share shall no longer be outstanding, shall automatically be canceled and extinguished and shall cease to exist at the Certificates or Book-Entry Shares representing such Effective Time, and each holder of Dissenting Shares shall be a prerequisite entitled to receive only the receipt payment of payment in respect the fair value of any such Dissenting Shares represented therebyin accordance with the provisions of, and as provided by, Section 262 of the DGCL with respect to such Dissenting Shares 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 DGCL. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted or withdrawals of such demands demands, and any other instruments served pursuant to the KGCC and applicable Law that are received by the Company relating to stockholders’ rights of appraisal. The Company shall not, except with the prior written consent of Parent, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except prior to the extent required by applicable LawEffective Time, Parent shall not, except with the Company shall not offer to make or prior written consent of the Company, make any payment with respect to any such demands for appraisalappraisal or offer to settle or compromise, or settle or offer to settle compromise or otherwise negotiate, any such demands, or approve any withdrawal of any such demands, or waive any failure to timely deliver a written demand for appraisal without or otherwise to comply with the prior written consent provisions under Section 262 of Parentthe DGCL, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and any person who is entitled to demand and properly demands appraisal of such Shares (collectively, “Appraisal Shares”) pursuant to, and who complies complied in all respects with, the provisions of Section 17-6712 262 of the KGCC, DGCL (“Section 262”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”as provided in Section 2.7(a), but instead such stockholder rather the holders of Appraisal Shares shall be entitled to payment of the appraised fair value of such Dissenting Appraisal Shares in accordance with the provisions of Section 17-6712 of the KGCC 262 (and at the Effective Time, such Dissenting Appraisal Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and such holder holders shall cease to have any rights right with respect thereto, except the right to receive the appraised fair value of such Dissenting Appraisal Shares in accordance with the provisions of Section 17-6712 of the KGCC262); provided, unless and until however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost rights lose the right to appraisal under Section 262, then the KGCC. If any right of such holder to be paid the fair value of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Appraisal Shares shall thereupon cease and such Appraisal Shares shall be treated as if they had deemed to have been converted into as of the Effective Time into, and to have become exchangeable solely for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, as provided in accordance with Section 3.1(c2.7(a), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give serve prompt notice to Parent (a) prompt written notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to after the KGCC and received by the Company relating to stockholders’ rights of appraisalAcceptance Time, and (b) Parent shall have the right to direct all negotiations and proceedings with respect to demands for appraisal under such demands. After the KGCC. Except to the extent required by applicable LawAcceptance Time, the Company shall not offer to make or make any payment except with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarySection 1.7 (Effect on Capital Stock), Shares shares of New JPI Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder holder who did has not vote consented to the Merger and who has demanded appraisal for such shares of New JPI Common Stock in favor accordance with Section 262 of the Merger DGCL (or consent thereto in writingthe “Dissenting New JPI Shares”) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 of the KGCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (and the “Dissenting Shares”), but instead such stockholder holder thereof shall be entitled to payment of appraisal rights, unless such holder fails to perfect, withdraws or loses the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at right to appraisal. If, after the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease holder fails to existperfect, and such holder shall cease to have any rights with respect thereto, except withdraws or loses the right to receive the appraised value of appraisal, such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting New JPI Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, Time into the right to receive the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented therebyConsideration. The Company JPI and New JPI shall give Parent (a) CME prompt written notice of any written demands received by JPI or New JPI for appraisal of any Shares, attempted withdrawals shares of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisalNew JPI Common Stock, and (b) CME shall have the right to direct all negotiations and proceedings with respect to demands for appraisal under such demands, subject, prior to the KGCCEffective Time, to consultation with JPI and New JPI. Except to with the extent required by applicable Lawprior written consent of CME, the Company JPI or New JPI shall not offer to make or make any payment with respect to any such demands for appraisalto, or settle or offer to settle or settle, any such demand for appraisal without demands. Following the prior written consent receipt of Parentthe Stockholder Consent, no right to fair value or appraisal, dissenters’ or similar rights shall be available to the Signing Stockholders with respect to the Transactions.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at . At the Effective Time, (i) the holder or holders of Dissenting Shares shall be entitled only to such rights as may be granted to him, her, it or them under Section 262 of the DGCL, and (ii) such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCC)DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If DGCL. (b) Notwithstanding the provisions of Section 2.3(a), if any holder of Dissenting Shares shall have failed to perfect or Stockholder shall have effectively withdrawn or lost such rightright (through failure to perfect such appraisal rights or otherwise), such holder’s shares of Company Common Stock (i) shall no longer be deemed Dissenting Shares and (ii) shall thereupon be treated as if they had been converted automatically into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Shareshare of Company Common Stock, in accordance with Section 3.1(c)2.1, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. . (c) The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted any withdrawals of such demands and any other instruments instrument served on the Company pursuant to Section 262 of the KGCC and received by the Company relating to stockholders’ rights of appraisalDGCL, and (bii) the right opportunity to direct participate in all negotiations and proceedings with respect to any demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, the The Company shall not offer to make make, agree to make, or make any payment with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Company Common Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder holder who did has not vote voted in favor of the Merger (or consent consented thereto in writing) writing and who is entitled to demand and properly demands has demanded appraisal of for such Company Common Shares pursuant to, and who complies in all respects with, the provisions of accordance with Section 17-6712 262 of the KGCC, DGCL ("Dissenting Shares") shall not be converted into cancelled and retired or be exchangeable for the Merger Consideration and will be paid for by the Surviving Corporation in accordance with Section 262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under the DGCL, the right of such holder to such appraisal of its Company Common Shares shall cease, and such Company Common Shares shall be deemed cancelled and retired as of the Effective Time and the holder thereof shall have the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares as provided in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented therebythis Article III. The Company shall give Parent (ai) prompt written notice of any written demands (or purported demands) for appraisal received by the Company with respect to shares of any Sharescapital stock of the Company, withdrawals (or attempted withdrawals withdrawals) of such demands demands, and any other written instruments served pursuant to Section 262 of the KGCC DGCL or other applicable Law and received by the Company relating to stockholders’ rights of appraisalstockholder appraisal rights, and (bii) the right opportunity to direct direct, in its reasonable business judgment, all negotiations and proceedings with respect to demands for exercise of such appraisal under the KGCCrights. Except to the extent required by applicable Law, the The Company shall not offer to make or not, except with Xxxxxx's prior written consent, (1) voluntarily make any payment with respect to any such demands for appraisalappraisal for Dissenting Shares, (2) offer to settle, or settle or offer to settle settle, any such demands, (3) waive any failure to timely deliver a written demand for appraisal without in accordance with the prior written consent DGCL, or (4) agree to do any of Parentthe foregoing.

Appraisal Rights. Notwithstanding anything in this ---------------- Agreement to the contrary, if by reason of the composition of the Merger Consideration Section 262 of the DGCL affords appraisal rights in the Merger, then Shares (the "Dissenting Shares") that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder stockholders who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal comply with all of such Shares pursuant to, and who complies in all respects with, the relevant provisions of Section 17-6712 262 of the KGCC, DGCL (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC)Consideration, unless and until such holder holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s 's Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give the Parent (ai) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ ' rights of appraisal, and (bii) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, Neither the Company shall not offer to make or nor the Surviving Corporation shall, except with the prior written consent of the Parent, voluntarily make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the prior written consent of Parentright to dissent, the Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares had been converted into the right to receive the Merger Consideration pursuant to Section 2.7(b).

Appraisal Rights. Notwithstanding anything in this Agreement to ---------------- the contrary, Shares (the "Dissenting Shares") that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder stockholders who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal comply with all of such Shares pursuant to, and who complies in all respects with, the relevant provisions of Section 17-6712 262 of the KGCC, DGCL (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC)Consideration, unless and until such holder holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the KGCCDGCL, but the holders thereof shall be entitled to only such rights as are granted by the DGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s 's Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that upon surrender of the Certificate or Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite pursuant to the receipt of payment in respect of any Dissenting Shares represented therebySection 2.2 hereof. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to the stockholders’ ' rights of appraisal, appraisal and (bii) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, Neither the Company shall not offer to make or nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the prior written consent of Parentright to dissent, the Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares had been converted into the right to receive the Merger Consideration pursuant to Section 2.1 (c) hereof.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCC, DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead . Instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 262 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. DGCL. (b) If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c)2.7, Conversion of Securities, hereof without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. . (c) The Company shall give Parent Parent: (ai) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and ; and (bii) the right opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the DGCL. (d) The Company shall not offer to make or make any payment not, except with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.8, Exchange of Certificates, to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if and to the extent appraisal rights are available in the Merger to holders of Shares that are pursuant to Section 607.1302 of the FBCA, then: (a) any Shares issued and outstanding immediately prior to the Effective Time and for which are held by a stockholder who did the holder thereof (i) has not vote voted in favor of the Merger or consented to it in writing and (or consent thereto in writingii) and who is entitled to demand and properly demands has demanded the appraisal of such Shares pursuant toin accordance with, and who complies has complied in all respects with, the provisions of Section 17-6712 607.1302 of the KGCCFBCA (collectively, the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration in accordance with Section 2.1 and, instead, shall be treated in accordance with Section 607.1323 of the FBCA; (b) the “holders of Dissenting Shares”), but instead such stockholder Shares shall be entitled only to payment such rights as may be granted to them under Section 607.1302 of the appraised value of such Dissenting Shares in accordance with FBCA; (c) notwithstanding the provisions of Section 17-6712 of the KGCC 2.5(a) and (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCCb), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If if any holder of Dissenting Shares shall have failed effectively withdraws or loses such appraisal rights (through failure to perfect such appraisal rights or shall have effectively withdrawn or lost such rightotherwise), such then that holder’s Shares (i) shall thereupon be deemed no longer to be Dissenting Shares and (ii) shall be treated as if they had been converted automatically at the Effective Time into and become exchangeable for the right to receive, as of the Effective Time, receive the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of Sections 2.1 and 2.3; (d) the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Shares, attempted any withdrawals of such demands and any other instruments instrument served pursuant to the KGCC and received by on the Company relating to stockholders’ rights of appraisal, to appraisal and (bii) the right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal; and (e) the Company shall not, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, make any payment with respect to, settle or offer to settle, or approve any withdrawal of any such appraisal demands.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, Dissenting 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 provisions of Section 17-6712 of the KGCC, shall not be converted into or be exchangeable for represent the right to receive the applicable Merger Consideration (the “Dissenting Shares”in accordance with Section 2.4(c), but instead such stockholder shall be entitled only to payment such rights as are granted by the DGCL to a holder of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares rights set forth in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost rights such holder’s right to appraisal under the KGCCDGCL. If any holder of Dissenting Shares shall have failed lose their status as such (by the holder thereof effectively withdrawing, failing to perfect perfect, or shall have effectively withdrawn or lost such right, otherwise losing such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for appraisal rights under the right DGCL with respect to receivesuch shares), then, as of the later of the Effective TimeTime or the date of loss of such status, such shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the applicable Merger Consideration for each such Share, in accordance with Section 3.1(c2.4(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisalinterest, and shall not thereafter be deemed to be Dissenting Shares. (b) MDLY shall give SIC notice thereof and SIC shall have the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under any such demands. MDLY shall not, except with the KGCC. Except to the extent required by applicable Lawprior written consent of SIC, the Company shall not offer to make or voluntarily make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without payment. SIC shall contribute or cause to be contributed to the prior written consent of ParentSurviving Company funds sufficient from time to time to make all payments with respect to the Dissenting Shares.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder any holder who did (i) has not vote voted such shares of Company Common Stock in favor of the Merger at the Stockholders Meeting, (or consent thereto in writingii) and who is entitled to demand and properly demands appraisal of such Shares shares pursuant toto Section 262 of the DGCL (“Section 262”), or, pursuant to Section 1301 of California Law, if applicable (“Section 1301”), and who complies in all respects with, with the provisions of Section 17-6712 262, or, Section 1301, if applicable, and (iii) has not effectively withdrawn or lost the right to demand relief as a dissenting stockholder under the DGCL, or, California Law, if applicable, as of the KGCCEffective Time (the “Appraisal Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”as provided in Section 2.1(c), but instead such stockholder holder of Appraisal Shares shall only be entitled to payment of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 of the KGCC (and at 262, or, Section 1301, if applicable. At the Effective Time, such Dissenting all Appraisal Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to existexist or be outstanding, and such each holder of Appraisal Shares shall cease to have any rights with respect thereto, except such rights as are granted under Section 262, or, Section 1301, if applicable. 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, Section 1301, if applicable, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, or, Section 1301, if applicable, then the rights of such holder under Section 262, or, Section 1301, if applicable, shall cease to exist and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, as provided in accordance with Section 3.1(c2.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give serve prompt notice to Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals shares of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisalCommon Stock, and (b) Parent shall have the right to participate in and, subject to applicable law, direct all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except to the extent required by applicable Law, the The Company shall not offer to make or make any payment with respect to any such demands for appraisalnot, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this ---------------- Agreement to the contrary, Shares that are issued and outstanding shares of Company Common Stock which immediately prior to the Effective Time and which are held by a stockholder Stockholders who did not vote in favor have properly exercised and perfected appraisal rights under Article 11 of the Merger NCBCA (or consent thereto in writingthe "Dissenting ---------- Shares") and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 of the KGCC, shall not be converted into or be exchangeable for the right to receive a pro rata allocation ------ of the Aggregate Merger Consideration (the “Dissenting Shares”)as provided in Section 2.1(a) hereof, but instead such stockholder -------------- the holders of Dissenting Shares shall be entitled to payment receive such consideration as shall be determined pursuant to Article 11 of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective TimeNCBCA; provided, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to existhowever, and such holder shall cease to have -------- ------- that if any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn withdraw or lost lose his appraisal rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such rightNCBCA, such holder’s Shares 's shares shall thereupon be treated as if they had deemed to have been converted into and become exchangeable for the right to receive, as of the Effective Time, Time into the Merger Consideration for each such Share, in accordance with Section 3.1(c)right to receive the Stockholder Consideration, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing as provided in Section 2.1(a), and such shares shall no longer be Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented therebyShares. The -------------- Company shall give provide Parent with (ai) prompt written notice of any written demands demand for appraisal fair value, any withdrawal of any Shares, attempted withdrawals of such demands a demand for fair value and any other instruments instrument served pursuant to Article 11 of the KGCC and NCBCA received by the Company relating to stockholders’ rights of appraisal, Company; and (bii) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal fair value under such Article 11 of the KGCCNCBCA. Except to the extent required by applicable Law, the The Company shall not offer to make or not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands demand for appraisal, or settle fair value or offer to settle or settle any such demand for appraisal without the prior written consent of Parentdemand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares US_ACTIVE:\44126911\17\77626.0003 in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c)3.1, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except Prior to the extent required by applicable LawEffective Time, the Company shall not offer to make or make any payment with respect to any such demands for appraisalnot, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary herein, any Dissenting 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 provisions of Section 17-6712 of the KGCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (applicable portion of the “Dissenting Shares”)consideration contemplated in ARTICLE I, but shall instead be converted into the right to receive such stockholder shall consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to the DGCL. Each holder of Dissenting Shares who, pursuant to the DGCL, becomes entitled to payment of the appraised value of thereunder for such Dissenting Shares shares shall receive payment therefor in accordance with the provisions of Section 17-6712 of DGCL (but only after the KGCC (and at value therefor shall have been agreed upon or finally determined pursuant to the DGCL). 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 and shall automatically be canceled and shall cease to exist, and such holder shall cease deemed to have any rights with respect thereto, except converted at the Effective Time into the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 applicable portion of the KGCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, consideration contemplated in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment ARTICLE I in respect of any such shares as if such shares never had been Dissenting Shares represented therebyShares, following the satisfaction of the applicable conditions set forth in Section 1.5(a). The Company shall give Parent provide to Acquirer (ai) prompt written notice of any written demands for appraisal of any Sharesor purchase received by the Company, attempted withdrawals of such demands and any other instruments related to such demands served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (bii) the right to direct all negotiations and proceedings with respect to such demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, the The Company shall not not, except with the prior written consent of Acquirer, or as otherwise required under the DGCL, voluntarily make any payment or offer to make or make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such claim or demand for appraisal without the prior written consent in respect of Parentany Dissenting Shares.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writingeach, a “Dissenting Stockholder”) and who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 Sections 351.447 and/or 351.455, as applicable, of the KGCC, MGBCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”except as provided in this Section 2.3), but instead such stockholder Dissenting Stockholder shall be entitled to receive payment of the appraised fair value of such shares of Company Common Stock held by such Dissenting Shares Stockholder pursuant to and in accordance with the provisions of Section 17-6712 Sections 351.447 and/or 351.455, as applicable, of the KGCC MGBCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder Dissenting Stockholder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares rights set forth in accordance with the provisions of Section 17-6712 Sections 351.447 and/or 351.455, as applicable, of the KGCCMGBCL), unless and until such holder Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCMGBCL. If any holder of Dissenting Shares Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost such right, such holderDissenting Stockholder’s Shares shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Shareshare of Company Common Stock, in accordance with Section 3.1(c)2.1, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented therebythereon and less all applicable withholding Taxes. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Sharesshares of Company Common Stock, any effective or attempted withdrawals of such demands and any other instruments served pursuant to the KGCC MGBCL and received by the Company relating to stockholders’ rights of appraisal, appraisal and (bii) the opportunity and right to participate in, direct and/or control, at Parent’s election, all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except MGBCL to the extent required by permitted under applicable Law, the Company shall not offer to make or make any payment Laws. Except with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, the Company shall not make any payment with respect to, settle or offer to settle, or approve the withdrawal of, any such demands for appraisal.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares but only to the extent required by the DGCL and only to the extent holders of Parent Capital Stock have not waived their rights to an appraisal under the Parent’s Fourth Amended and Restated Investors Agreement, as amended to date, shares of Parent Capital Stock that are issued and outstanding immediately prior to the Effective Time and which that 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 any record holder who complies in with all respects with, the provisions of the DGCL concerning the right of holders of Parent Capital Stock to an appraisal of their shares pursuant to Section 17-6712 262 of the KGCC, DGCL (the “Appraisal Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”merger consideration payable pursuant to Section 6(a), but instead such stockholder at the Effective Time shall be entitled become the right to payment of the appraised fair value of such Dissenting shares as may be determined pursuant to Section 262 of the DGCL; provided, however, that (i) if any such holder of Appraisal Shares shall subsequently deliver a written withdrawal of his, her or its demand for appraisal (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or (ii) if any such holder of Appraisal Shares fails to establish and perfect his, her or its entitlement to appraisal rights as provided by applicable law, or (iii) if within 120 days of the Effective Time neither any such holder of Appraisal Shares nor the Surviving Corporation has filed a petition demanding a determination of the value of all shares of Parent Capital Stock outstanding at the Effective Time and held by such holder of Appraisal Shares in accordance with applicable law, then such holder or holders, as the case may be, shall forfeit the right to appraisal of such shares and such shares shall thereupon be deemed to be subject to the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisal, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent6 above.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder stockholders who did not vote properly exercise appraisal rights, if any, with respect thereto in favor accordance with Section 262 of the Merger DGCL (or consent thereto in writingthe “Dissenting Shares”) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 of the KGCC, shall not be converted into or be exchangeable for the right to receive the Closing Per Share Merger Consideration and holders thereof (the “Dissenting SharesStockholders”), but instead such stockholder ) shall be entitled to payment of receive only the appraised value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 262 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC)DGCL, unless and until such holder holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholders shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable Closing Per Share Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Sharesshares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 of the KGCC DGCL and received by the Company relating to stockholders’ a stockholder’s rights of appraisal, if applicable, and (bii) the right opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, Neither the Company shall not offer to make or nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without the prior written consent of Parentpayment.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and but only to the extent required by the DGCL, any shares of Capital Stock outstanding immediately prior to the Effective Time and which are held by a stockholder any holder who did has not vote voted in favor of the Merger (First Step or consent consented thereto in writing) and who is otherwise entitled to demand and properly demands appraisal of such Shares pursuant todemand, and who complies in all respects withproperly demands to receive, the provisions of Section 17-6712 payment of the KGCCfair value for such shares of Capital Stock in accordance with Section 262 of the DGCL (such shares, “Dissenting Shares”) shall not be converted pursuant to Section 2.6 into or be exchangeable for the right to receive their applicable portion of the Merger Consideration (unless such holder fails to perfect or otherwise effectively withdraws or loses such holder’s right to receive payment of the “fair value of such Dissenting Shares”). Instead, but instead such stockholder holder of Dissenting Shares shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 shares of the KGCC (Capital Stock as may be determined to be due to such holder pursuant to Section 262 of the DGCL and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall be automatically be canceled and shall cease to exist, and such holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCC)DGCL, unless and until such holder shall have failed fails to perfect or shall have otherwise effectively withdrawn withdraws or lost rights loses such holder’s right to appraisal under receive payment of the KGCCfair value of such Dissenting Shares. If any Notwithstanding the foregoing, if, after the Effective Time, such holder of Dissenting Shares shall have failed fails to perfect or shall have effectively withdrawn loses its right to demand or lost receive such rightpayment, such holder’s Shares shares of Capital Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, Time into the right to receive their applicable portion of the Merger Consideration for each such Share, in accordance with Section 3.1(c)Consideration, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisal, and Section 2.6. (b) The Company (or, after Closing, the right Securityholders Representative) shall give Buyer (i) prompt notice and a copy of any notice of a Stockholder’s demand for payment or objection to direct the First Step, of any request to withdraw a demand for payment and of any other instrument delivered to it pursuant to Section 262 of the DGCL and (ii) the opportunity to participate in, and following the Closing to direct, all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands, objections and requests, in each case at Buyer’s sole expense. Except to the extent required by applicable Law, the The Company shall not offer to make or not, without the prior written consent of Buyer, make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without demands or objections, or agree to do any of the prior written consent of Parentforegoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), any Shares (other than Cancelled Shares) that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder holders of such Shares who did have not vote voted in favor of the Merger (or consent adoption of this Agreement and who are entitled to and have properly demanded appraisal rights with respect thereto in writing) and who is entitled to demand and properly demands appraisal accordance with Section 262 of such Shares pursuant tothe DGCL, and who complies have complied in all respects with, the provisions of with Section 17-6712 262 of the KGCCDGCL, and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares as provided in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC2.1(a), unless and until such holder shall have failed to perfect or Person shall have effectively withdrawn or otherwise lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have or failed to perfect such Person’s right to appraisal or shall have effectively withdrawn or lost payment under the DGCL, at which time such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such Share, as provided in accordance with Section 3.1(c2.1(a), without interest and after giving effect to any interest thereon, it being understood that required Tax withholdings pursuant to Section 2.3(e) payable upon surrender of the Certificates or Book-Entry Shares representing (and related documents) in accordance with this Article II, and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. Each holder of Dissenting Shares shall be a prerequisite entitled to receive only the receipt payment of payment in respect the fair value of any such Dissenting Shares represented therebyin accordance with the provisions of, and as provided by, Section 262 of the DGCL with respect to such Dissenting Shares 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 DGCL. The Company shall give Parent prompt notice (aand in any event within one (1) prompt written notice Business Day) of receiving any written demands for appraisal, withdrawals or attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law with respect to appraisal of rights. Parent shall have the right to direct and control all negotiations and proceedings with respect to any Sharessuch demands, withdrawals or attempted withdrawals of such demands and any other instruments served pursuant to actions in respect of the KGCC and received by the Company relating to stockholders’ rights of appraisal, ; provided that prior to the Effective Time Parent shall consult with the Company and (b) consider in good faith the Company’s advice with respect to such negotiations and proceedings and the Company shall have the right to direct all participate in any such negotiations and proceedings proceedings. The Company shall not, except with respect to demands for appraisal under the KGCC. Except prior written consent of Parent, and prior to the extent required by applicable LawEffective Time, Parent shall not, except with the Company shall not offer to make or prior written consent of the Company, make any payment with respect to any such demands for appraisalappraisal or offer to settle or compromise, or settle or offer to settle compromise or otherwise negotiate, any such demands, or approve any withdrawal of any such demands, or waive any failure to timely deliver a written demand for appraisal without or otherwise to comply with the prior written consent provisions under Section 262 of Parentthe DGCL, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder 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 shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder holder shall be entitled to payment receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares rights set forth in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Company Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, effective as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c)Consideration, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (aprior to Closing) and the Stockholders’ Committee (after Closing) (i) prompt written notice and a copy of any written demands for appraisal of any Company Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholdersStockholders’ rights of appraisal, and (bii) the right opportunity to participate in and jointly with the Company direct all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, the The Company shall not offer to make or make any payment or settlement offer with respect to any such demands for appraisaldemand, notice or settle instrument unless Parent (prior to Closing) or offer to settle any such demand for appraisal without the prior Stockholders’ Committee (following the Closing) shall have given its written consent of Parentto such payment or settlement, which shall not be unreasonably withheld, conditioned or delayed.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c)3.1, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except Prior to the extent required by applicable LawEffective Time, the Company shall not offer to make or make any payment with respect to any such demands for appraisalnot, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Common Stock of the Company that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder 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 Common Stock of the Company pursuant to, and who complies in all respects with, the provisions of Section 17-6712 of the KGCCNRS (the “Dissenting Holders”), shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration (the “Dissenting Shares”)Consideration, but instead such stockholder Holder shall be entitled to payment of the appraised fair value of such Common Stock (the “Dissenting Shares Securities”) in accordance with the provisions of Section 17-6712 92A.380 of the KGCC NRS (and at the Effective Time, such Dissenting Shares Securities shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares Securities in accordance with the provisions of Section 17-6712 of the KGCC)NRS, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCNRS). If any holder of Dissenting Shares Holder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holderHolder’s Shares shares of Common Stock of the Company shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable Merger Consideration for each such Share, in accordance with Section 3.1(c), Stock without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent Source: (ai) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisalNRS, and (bii) the right opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCCNRS. Except to The Company, except with the extent required by applicable Lawprior written consent of Source, the Company shall not offer to make or voluntarily make any payment with respect to any such demands for appraisalto, or settle settle, or offer or agree to settle settle, any such demand for appraisal without the prior written consent of Parentpayment.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder holder who did has not vote voted in favor of the Merger (or consent consented thereto in writing) writing and who is entitled to demand shall have properly demanded and properly demands perfected appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of rights under Section 17-6712 262 of the KGCC, DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration (the “Dissenting Shares”), applicable Per Common Share Amount but instead such stockholder shall be entitled to receive such payment of from the appraised value of Surviving Corporation with respect to such Dissenting Shares in accordance with the provisions of as shall be determined pursuant to Section 17-6712 262 of the KGCC (and at the Effective TimeDGCL; provided, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to existhowever, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares right to appraisal and payment under the DGCL, each such Share held by such holder shall thereupon be treated as if they had deemed to have been cancelled and converted into and become exchangeable for the right to receivehave become, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c)right to receive, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing Per Common Share Amount in accordance with Section 2.9(a), and such Dissenting Shares Share shall no longer be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented therebyShare. The Company shall give prompt notice to Parent (a) prompt written notice of any written demands received by the Company for appraisal appraisals of any Shares, Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 262 of the KGCC DGCL and received by the Company relating to stockholders’ rights to be paid the “fair value” of appraisalDissenting Shares, as provided in Section 262 of the DGCL, and (b) Parent shall have the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except to the extent required by applicable Law, the The Company shall not offer to not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any such demands for appraisalappraisals of Shares, or settle or offer to settle or settle any demands or approve any withdrawal of any such demand for appraisal without the prior written consent of Parentdemands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are Company Common Stock issued and outstanding immediately prior to the Effective Time and which are is 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 shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be be, in the case of Class A Common Stock, converted into or be exchangeable for the right to receive the Merger Consideration Consideration, or in the case of Class B Common Stock, be substituted pursuant to Section 2.1(d) above, (the “Dissenting Shares”), but instead in each case such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 262 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares Company Common Stock shall thereupon be treated as if if, in the case of Class A Common Stock, they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration Consideration, or in the case of Class B Common Stock, had been substituted pursuant to Section 2.1(d) above as of the Effective Time, for each such Share, in accordance with Section 3.1(c)share of Company Common Stock, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisal, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Company Common Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder holder who did has not vote voted in favor of the Merger (or consent consented thereto in writing) writing and who is entitled to demand and properly demands has demanded appraisal of for such Company Common Shares pursuant to, and who complies in all respects with, the provisions of accordance with Section 17-6712 262 of the KGCC, DGCL ("Dissenting Shares") shall not be converted into cancelled and retired or be exchangeable for the Merger Consideration and will be paid for by the Surviving Corporation in accordance with Section 262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under the DGCL, the right of such holder to such appraisal of its Company Common Shares shall cease, and such Company Common Shares shall be deemed cancelled and retired as of the Effective Time and the holder thereof shall have the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares as provided in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented therebythis Article III. The Company shall give Parent (ai) prompt written notice of any written demands (or purported demands) for appraisal received by the Company with respect to shares of any Sharescapital stock of the Company, withdrawals (or attempted withdrawals withdrawals) of such demands demands, and any other written instruments served pursuant to Section 262 of the KGCC DGCL or other applicable Law and received by the Company relating to stockholders’ rights of appraisalstockholder appraisal rights, and (bii) the right opportunity to direct direct, in its reasonable business judgment, all negotiations and proceedings with respect to exercise of such appraisal rights. The Company shall not, except with Parent's prior written consent, (1) voluntarily make any payment xxxx xespect to any demands for appraisal under the KGCC. Except to the extent required by applicable Lawfor Dissenting Shares, the Company shall not (2) offer to make settle, or make any payment with respect to settle, any such demands for appraisaldemands, or settle or offer (3) waive any failure to settle any such timely deliver a written demand for appraisal without in accordance with the prior written consent DGCL, or (4) agree to do any of Parentthe foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the "DISSENTING STOCKHOLDERS"), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”"DISSENTING SHARES"), but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 262 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights the right to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares 's shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Shareshare of Company Common Stock, in accordance with Section 3.1(c)2.1, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ ' rights of appraisal, and (bii) the right opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, the The Company shall not offer to make or make any payment not, except with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.2 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares that shares of Target Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder holders of Target Common Stock who did not vote have demanded and exercised any appraisal rights in favor the manner provided under the Delaware Corporation Law and, as of the Merger Effective Time, have neither effectively withdrawn nor lost their appraisal rights under the Delaware Corporation Law (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 of the KGCC"Dissenting Shares"), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC)Consideration, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect exercise or shall have effectively withdrawn or lost such rightholder's appraisal rights under the Delaware Corporation Law. If such holder shall have so failed to exercise or shall have effectively withdrawn or lost such appraisal rights, such holder’s Shares 's shares of Target Common Stock shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable for the right to receivefor, as of at the Effective Time, the right to receive the Merger Consideration for each such Share, in accordance with Section 3.1(c)Consideration, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares . (b) Target shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) have given DualStar prompt written notice of any written demands received by Target for appraisal pursuant to Section 262 of any Sharesthe Delaware Corporation Law, attempted withdrawals of such demands demands, and any other instruments served pursuant to the KGCC Delaware Corporation Law and received by Target. Target shall not have, except with the Company relating to stockholders’ rights prior written consent of appraisal, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent DualStar or as otherwise required by applicable Lawlaw, the Company shall not offer to make or make made any payment with respect to any such demands for appraisal, appraisal or offered to settle or offer to settle settled any such demand for appraisal without the prior written consent of Parentdemands.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote (other than Shares cancelled in favor of the Merger (or consent thereto in writingaccordance with Section 2.5(a)(i) and who is entitled Section 2.5(a)(ii)), if any, as to demand which the holder thereof shall have (i) properly demanded appraisal and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, otherwise complied with the provisions of Section 17-6712 262 of the KGCCDGCL (“Section 262”) and (ii) not effectively withdrawn or lost such holder’s rights to appraisal (each, a “Dissenting Share”), shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration (the “Dissenting Shares”)payable pursuant to Section 2.5, but instead such stockholder at the Effective Time shall be become entitled only to payment of the appraised fair value of such Dissenting Shares determined in accordance with the provisions of Section 17-6712 of the KGCC 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding and outstanding, shall automatically be canceled cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except thereto other than the right to receive the appraised fair value of such Dissenting Shares as determined in accordance with the provisions of Section 17-6712 of the KGCC262); provided, unless and until however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost rights lose the right to appraisal payment of the fair value of such Dissenting Shares under Section 262, then the KGCC. If any right of such holder to be paid the fair value of such holder’s Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost cease and such right, such holder’s Dissenting Shares shall thereupon be treated as if they had deemed to have been converted into as of the Effective Time into, and to have become exchangeable solely for the right to receive, as of the Effective Timewithout interest or duplication, the applicable Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. Consideration. (b) The Company shall give prompt notice to Parent (a) prompt written notice of any written demands received by the Company for appraisal of any Shares, attempted of any withdrawals of such demands and of any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisalunder Section 262, and Parent shall have the opportunity to participate (bat its own expense) the right to direct in all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except Prior to the extent required by applicable LawEffective Time, the Company shall not offer to make or make any payment with respect to any such demands for appraisalnot, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and has properly demands exercised appraisal rights of such Shares pursuant to, and who complies in all respects with, the provisions of accordance with Section 17-6712 262 of the KGCC, DGCL (such Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Shares) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”)Consideration, but instead such stockholder holder shall be entitled to payment only such rights as are granted by Section 262 of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at DGCL; provided, however, that if, after the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease holder fails to existperfect, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder shall have failed to perfect withdraws or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, Time into the right to receive the Merger Consideration for each such Share, in accordance with Section 3.1(c2.7(c), without any interest thereon, it being understood that upon surrender of the Certificates such Certificate formerly representing such share or transfer of such Book-Entry Shares representing Share, as the case may be, and such shares shall not be deemed to be Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented therebyShares. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (bii) the right opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except Prior to the extent required by applicable LawEffective Time, the Company shall not offer to make or make any payment with respect to any such demands for appraisalwill not, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.8 to pay for Dissenting Shares shall be returned to Parent upon demand. The Company shall provide each of the holders of Company Common Stock with the notice contemplated by Section 262 of the DGCL as part of the Schedule 14D-9.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder any holder who did (i) has not vote voted such shares of Company Common Stock in favor of the Merger at the Stockholder Meeting, (or consent thereto in writingii) and who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, to Section 262 of the DGCL (“Section 262”) and who complies in all respects with, with the provisions of Section 17-6712 262, and (iii) has not effectively withdrawn, forfeited or otherwise lost the right to demand relief as a dissenting stockholder under the DGCL as of the KGCCEffective Time (the “Appraisal Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”as provided in Section 1.03(a), but instead such stockholder holder of Appraisal Shares shall only be entitled to payment of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 of the KGCC (and at 262. At the Effective Time, such Dissenting all Appraisal Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to existexist or be outstanding, and such each holder of Appraisal Shares shall cease to have any rights with respect thereto, except such rights as are granted under 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 rights of such holder under Section 262 shall cease to exist and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, as provided in accordance with Section 3.1(c1.03(a), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) provide prompt written notice to Parent of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the KGCC and received by the Company relating DGCL that relates to stockholders’ rights of appraisalsuch demand, and (b) Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except to the extent required by applicable Law, the The Company shall not offer to make or not, without the prior written consent of Parent, make any payment with respect to any such demands for appraisalto, or settle or offer to settle or otherwise negotiate, any such demand for appraisal without demands, or agree to do any of the prior written consent of Parentforegoing.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares that any shares of Common Stock ("DISSENTING SHARES") which are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder stockholders of the Company who did have filed with the Company, before the taking of the vote of the stockholders of the Company to approve this Agreement, written objections to such approval stating their intention to demand payment for such shares of Common Stock, and who have not vote voted such shares of Common Stock in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal adoption of such Shares pursuant tothis Agreement, and who complies in all respects with, the provisions of Section 17-6712 of the KGCC, shall will not be converted into or be exchangeable for as described in Section 2.1 hereof, but will thereafter constitute only the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised fair value of such Dissenting Shares shares of Common Stock in accordance with the applicable provisions of Section 17-6712 Chapter 156B of the KGCC MBCL (and at the Effective Time"APPRAISAL RIGHTS PROVISIONS"); PROVIDED, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to existHOWEVER, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value that all shares of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder Common Stock held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such shares of Common Stock under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares Appraisal Rights Provisions shall thereupon be treated as if they had deemed to have been converted into canceled and become exchangeable for the right retired and to receivehave been converted, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisal, and (b) into the right to direct all negotiations and proceedings receive the Merger Consideration, without interest, in the manner provided in Section 2.1. Persons who have perfected statutory rights with respect to demands for appraisal under Dissenting Shares as aforesaid will not be paid by the KGCC. Except to Surviving Corporation as provided in this Agreement and will have only such rights as are provided by the extent required by applicable Law, the Company shall not offer to make or make any payment Appraisal Rights Provisions with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of ParentDissenting Shares. Notwithstanding

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares in the event that appraisal rights are available in connection with Merger 1 pursuant to Section 262 of the DGCL, shares of Edisto Common Stock that are issued and outstanding immediately prior to the Merger 1 Effective Time and which that are held by a stockholder Edisto Stockholders who did not vote in favor of the Merger (or consent thereto in writing) 1 and who is entitled to demand and properly demands appraisal comply with all of such Shares pursuant to, and who complies in all respects with, the relevant provisions of Section 17-6712 262 of the KGCC, DGCL (the "Dissenting Shares") shall not be converted into or be and to have become exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC)1 Consideration, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares Edisto Stockholders shall have failed to perfect or shall have effectively withdrawn or lost such right, and such holder’s Shares Edisto Stockholders' shares of Edisto Common Stock shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable for the right to receive, as of the Merger 1 Effective Time, the Merger 1 Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company Edisto shall give Parent (ai) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals shares of such demands and any other instruments served pursuant to the KGCC and Edisto Common Stock received by the Company relating to stockholders’ rights of appraisal, Edisto and (bii) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal under any such demands. Edisto shall not, without the KGCC. Except to the extent required by applicable Lawprior consent of Parent, the Company shall not offer to make or voluntarily make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without the prior written consent of Parentdemands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Any outstanding Company Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Company stockholder who did has not vote voted in favor of the Merger (this Agreement or consent consented thereto in writing) writing and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, has complied with the provisions requirements of Section 17-6712 262 of the KGCCDGCL or Chapter 13 of the CGCL (such shares, “Dissenting Shares” and any holder of Dissenting Shares, a “Dissenting Stockholder”), shall not be converted into or be exchangeable for the right to receive the applicable portion of the Merger Consideration (but shall instead be converted into the “Dissenting Shares”), but instead right to receive such stockholder shall consideration as may be entitled determined to payment of the appraised value of be due with respect to such Dissenting Shares in accordance with the provisions of pursuant to Section 17-6712 262 of the KGCC (and at DGCL or Chapter 13 of the CGCL, as applicable. At the Effective Time, such the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder the Dissenting Stockholders shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCC)DGCL or Chapter 13 of the CGCL, unless and until as applicable. If such holder Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any DGCL or CGCL, as applicable, or it is determined that such Dissenting Stockholder does not have appraisal rights, then at the later of the Effective Time and the occurrence of such event, such holder of shall cease to be a Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, Stockholder and such holder’s Shares shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable solely for the right to receive, as of the Effective Time, the applicable portion of the Merger Consideration for each such Share, in accordance with Section 3.1(c)Consideration, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisal, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and any holder who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCC, DGCL (“Section 262”) shall not be converted into or be exchangeable for the right to receive from the Surviving Corporation, in cash and without interest, the Merger Consideration (the “Dissenting Shares”as provided in Section 3.01(d), but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 of the KGCC (and at 262. At the Effective Time, such Dissenting the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such each holder of a certificate that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 of 262. Notwithstanding the KGCC)foregoing, unless and until if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost rights lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the KGCC. If any relief provided by Section 262, then the right of such holder to be paid the fair value of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall thereupon be treated as if they had deemed to have been converted into at the Effective Time into, and become exchangeable for shall have become, the right to receivereceive from the Surviving Corporation, as of the Effective Timein cash and without interest, the Merger Consideration for each such Share, as provided in accordance with Section 3.1(c3.01(d), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give serve prompt notice to Parent (a) prompt written notice of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of any such demands and any other instruments served pursuant to the KGCC and DGCL received by the Company relating to stockholders’ rights of appraisalCompany, and (b) Parent shall have the right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except to the extent required by applicable Law, the The Company shall not offer to make or make any payment with respect to any such demands for appraisalnot, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 262 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, then, as of the occurrence of such event or the Effective Time, whichever last occurs, each of such holder’s Dissenting Shares shall thereupon cease to be treated as if they had been a Dissenting Share and shall be converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Shareshare of Company Common Stock, in accordance with Section 3.1(c)2.1, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written reasonable notice of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the The Company shall not offer to make or not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisalappraisal of Company Common Stock, or settle or offer to settle or settle any such demand for appraisal without the prior written consent demands or approve any withdrawal of Parentany such demands.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrarycontrary and, subject to Section 1.2(d), Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote (other than Shares cancelled in favor of the Merger (or consent thereto in writingaccordance with Section 2.5(a)(i) and who is entitled Section 2.5(a)(ii)), if any, as to demand which the holder thereof shall have (i) properly demanded appraisal and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, otherwise complied with the provisions of Section 17-6712 262 of the KGCCDGCL (“Section 262”) and (ii) not effectively withdrawn or lost such holder’s rights to appraisal (each, a “Dissenting Share”), shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration (the “Dissenting Shares”)payable pursuant to Section 2.5, but instead such stockholder at the Effective Time shall be become entitled only to payment of the appraised fair value of such Dissenting Shares determined in accordance with the provisions of Section 17-6712 of the KGCC 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding and outstanding, shall automatically be canceled cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except thereto other than the right to receive the appraised fair value of such Dissenting Shares as determined in accordance with the provisions of Section 17-6712 of the KGCC262); provided, unless and until however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost rights lose the right to appraisal payment of the fair value of such Dissenting Shares under Section 262, then the KGCC. If any right of such holder to be paid the fair value of such holder’s Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost cease and such right, such holder’s Dissenting Shares shall thereupon be treated as if they had deemed to have been converted into as of the Effective Time into, and to have become exchangeable solely for the right to receive, as of the Effective Timewithout interest or duplication, the applicable Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. Consideration. (b) The Company shall give prompt notice to Parent (a) prompt written notice of any written demands received by the Company for appraisal of any Shares, attempted of any withdrawals of such demands and of any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisalunder Section 262, and Parent shall have the opportunity to participate (bat its own expense) the right to direct in all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except Prior to the extent required by applicable LawEffective Time, the Company shall not offer to make or make any payment with respect to any such demands for appraisalnot, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Target Common Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder holder who did has not vote voted in favor of the Merger (or consent thereto in writing) and who is entitled to has delivered a written demand and properly demands for appraisal of for such Shares pursuant to, and who complies shares in all respects with, the provisions of accordance with Section 17-6712 262 of the KGCC, DGCL (a “Dissenting Stockholder”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.1. At the Effective Time, all Target Common Shares issued and outstanding immediately prior to the Effective Time and held by Dissenting Stockholders (the “Dissenting Shares”), but instead such stockholder ) shall be entitled canceled and cease to exist and shall represent only the right to receive payment of the appraised value of such Dissenting Shares with respect thereto in accordance with Section 262 of the DGCL. Each Dissenting Stockholder who, pursuant to the provisions of Section 17-6712 262 of the KGCC (and at DGCL, becomes entitled to payment thereunder for such Dissenting Shares, shall receive payment therefor in accordance with Section 262 of the DGCL. If, after the Effective Time, such any Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder shall have failed Stockholder fails to perfect or shall have effectively withdrawn withdraws or lost rights otherwise loses the right to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such rightDGCL, such holderDissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had been converted into canceled and become exchangeable for the right ceased to receiveexist and had been converted, as of the Effective Time, into the right to receive the Merger Consideration for each such Share, in accordance with Section 3.1(c)Consideration, without any interest thereonon such amount, it being understood that surrender with respect thereto. From and after the Effective Time, no holder of the Certificates or Book-Entry Shares representing such Dissenting Target Common Shares shall be a prerequisite entitled to the receipt vote its Target Common Shares for any purpose or to receive payment of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any dividends or other distributions on its Target Common Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisal, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor has properly exercised and perfected its, his or her appraisal rights under Section 262 of the Merger DGCL (or consent thereto in writingthe “Dissenting Stockholders”) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 of the KGCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder holder shall be entitled to payment receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC DGCL (or any successor provision) (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares rights set forth in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If If, after the Effective Time, any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Shareshare of Company Common Stock, in accordance with Section 3.1(c)2.1, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, appraisal and (bii) the right opportunity to direct control all negotiations and proceedings with respect to such demands for appraisal under appraisal. Without limiting the KGCC. Except generality of the foregoing, prior to the extent required by applicable Law, Effective Time the Company shall not offer not, except with the prior written consent of Parent, make any payment or agree to make or make any payment with respect to any such demands for appraisal, or settle appraisal or offer to settle or settle any such demand for appraisal without the prior written consent of Parentdemands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby) any Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder holders who did have not vote voted such Shares in favor of the Merger (or consent adoption of this Agreement and who are entitled to and have properly demanded appraisal rights with respect thereto in writing) and who is entitled to demand and properly demands appraisal accordance with Section 262 of such Shares pursuant tothe DGCL, and who complies have complied in all respects with, the provisions of with Section 17-6712 262 of the KGCCDGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares as provided in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC2.1(a), unless and until such holder shall have failed to perfect or Person shall have effectively withdrawn or otherwise lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have or failed to perfect such Person’s right to appraisal or shall have effectively withdrawn or lost payment under the DGCL, at which time such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such Share, as provided in accordance with Section 3.1(c2.1(a), without interest and after giving effect to any interest thereonrequired Tax withholdings pursuant to Section 2.3(f), it being understood that surrender and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. Each Dissenting Share shall no longer be outstanding, shall automatically be cancelled and extinguished and shall cease to exist at the Effective Time, and each holder of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite entitled to receive only the receipt payment of payment in respect the fair value of any such Dissenting Shares represented therebyin accordance with the provisions of, and as provided by, Section 262 of the DGCL with respect to such Dissenting Shares 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 DGCL. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of appraisal, any Shares, attempted withdrawals of such demands demands, and any other instruments served demand, notice, withdrawal or instrument pursuant to the KGCC and applicable Law that are received by or delivered to the Company relating to stockholders’ rights of appraisal, appraisal or to such demands or withdrawals and (b) the right opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCCthereto. Except to the extent required by applicable Law, the The Company shall not offer to make or not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisalappraisal or offer to settle or compromise, or settle or offer to settle compromise or otherwise negotiate, any such demands, or approve any withdrawal of any such demands, or waive any failure to timely deliver a written demand for appraisal without or otherwise to comply with the prior written consent provisions under Section 262 of Parentthe DGCL, or propose or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything Holders of Shares who have complied with all requirements for demanding and perfecting appraisal rights as set forth in this Agreement Section 262 of the DGCL ("Dissenting Shareholders") are entitled to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are their rights under such laws. Each Share held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 of the KGCC, Dissenting Shareholders shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration (the “set forth above. Dissenting Shares”), but instead such stockholder Shareholders shall be entitled to receive payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 17-6712 262 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder DGCL. Each Share held by holders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such shares under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares Section 262 shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable for the right to receivefor, as of the Effective Time, the right to receive the Merger Consideration for each such Share, in accordance with Section 3.1(c)set forth above, without any interest thereon, it being understood that surrender upon surrender, in the manner provided herein, of the Certificates certificate or Book-Entry Shares representing certificates that formerly evidenced such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented therebyShares. The Company shall give Parent (a) prompt written notice of any written demands for assertions of appraisal of any Shares, attempted rights or withdrawals of such demands assertions of appraisal rights, and any other instruments served pursuant to the KGCC and instrument in respect thereof received by the Company relating to stockholders’ rights of appraisal, and (b) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except to the extent as required by applicable LawApplicable Law or with the prior written consent of Parent, the Company shall not offer to make or make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without the prior written consent of Parentdemands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby) any Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder holders who did have not vote voted such Shares in favor of the Merger (or consent adoption of this Agreement and who are entitled to and have properly demanded appraisal rights with respect thereto in writing) and who is entitled to demand and properly demands appraisal accordance with Section 262 of such Shares pursuant tothe DGCL, and who complies have complied in all respects with, the provisions of with Section 17-6712 262 of the KGCCDGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares as provided in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC2.1(a), unless and until such holder shall have failed to perfect or Person shall have effectively withdrawn or otherwise lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have or failed to perfect such Person’s right to appraisal or shall have effectively withdrawn or lost payment under the DGCL, at which time such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such Share, as provided in accordance with Section 3.1(c2.1(a), without interest and after giving effect to any interest thereonrequired Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, it being understood that surrender 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 canceled and extinguished and shall cease to exist at the Effective Time, and each holder of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite entitled to receive only the receipt payment of payment in respect the fair value of any such Dissenting Shares represented therebyin accordance with the provisions of, and as provided by, Section 262 of the DGCL with respect to such Dissenting Shares 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 DGCL. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted or withdrawals of such demands demands, and any other instruments served pursuant to the KGCC and applicable Law that are received by the Company relating to stockholders’ rights of appraisal. The Company shall not, except with the prior written consent of Parent, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except prior to the extent required by applicable LawEffective Time, Parent shall not, except with the Company shall not offer to make or prior written consent of the Company, make any payment with respect to any such demands for appraisalappraisal or offer to settle or compromise, or settle or offer to settle compromise or otherwise negotiate, any such demands, or approve any withdrawal of any such demands, or waive any failure to timely deliver a written demand for appraisal without or otherwise to comply with the prior written consent provisions under Section 262 of Parentthe DGCL, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are Each issued and outstanding immediately prior to the Effective Time and which are share of Common Stock that is held by a stockholder Person who did has not vote voted in favor of the Merger (or consent consented thereto in writingwriting or executed an enforceable waiver of appraisal rights and (whether before or after the date of this Agreement) and who is entitled with respect to demand and which appraisal rights under the DGCL have been properly demands appraisal of such Shares pursuant toexercised, and who complies in all respects with, the provisions of Section 17-6712 of the KGCC, shall will not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment any portion of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (Stock Consideration and at the Effective Time, such Dissenting Shares shall no longer instead will be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except converted into the right to receive payment from the appraised value of such Dissenting Shares in accordance Surviving Corporation with respect thereto as provided by the provisions of Section 17-6712 of the KGCC)DGCL, unless and until the holder of any such holder shall have share has failed to perfect or shall have has effectively withdrawn or lost rights his, her or its right to appraisal and payment under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost DGCL, in which case such right, such holder’s Shares shall share will thereupon be treated as if they had been converted into and become exchangeable for the right to receivedeemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the Merger Consideration for each such Shareright to receive, upon surrender of the applicable certificate in accordance with this Agreement, without interest, in accordance with Section 3.1(c)this Agreement, without the Stock Consideration. From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its shares of Common Stock for any interest thereonpurpose or to receive payment of dividends or other distributions on his, it being understood that surrender her or its shares (except dividends or other distributions payable to Stockholders of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be record at a prerequisite date prior to the receipt Effective Time). Any shares of payment Common Stock for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, in respect of any each case, in accordance with this Section 1.08 and the DGCL, are referred to in this Agreement as “Dissenting Shares represented thereby. Shares.” The Company shall give Parent (a) the Purchaser and Merger Sub prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating for the exercise of appraisal rights with respect to stockholders’ rights of appraisalthe Common Stock, and (b) Purchaser and Merger Sub shall have the right to direct participate in all negotiations and proceedings with respect to such demands for appraisal under the KGCC. Except subject, prior to the extent required by applicable LawEffective Time, to consultation with the Company. The Company shall not, except with the prior written consent of Purchaser, which consent shall not offer to make or be unreasonably withheld, make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without the prior written consent of Parentdemands.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder stockholders of the Company who did not vote shall have neither voted in favor of the Merger (or consent nor consented thereto in writing) writing and who is entitled to demand shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and properly demands appraisal otherwise complied with all of such Shares pursuant to, and who complies in all respects with, the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights under Section 17-6712 262 of the KGCCDGCL (collectively, the “Dissenting Shares”) shall not be converted into or be exchangeable for and become the right to receive the Merger Consideration (the “Dissenting Shares”)receive, but instead and such stockholder stockholders shall be entitled have no right to payment receive, their portion of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at Aggregate Merger Consideration. At the Effective Time, such all Dissenting Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, exist and such holder shall cease to have any represent only those rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of provided under Section 17-6712 262 of the KGCC)DGCL; provided, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under however, that if after the KGCC. If Effective Time, any holder of Dissenting Shares shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses his, her or its rights to appraisal of such rightshares of Company Common Stock under Section 262 of the DGCL, such holder’s Shares shares shall thereupon be treated as if they had been converted into into, and to have become exchangeable for the right to receivefor, as of the Effective Time, the right to receive their portion of the Aggregate Merger Consideration for each such Share, in accordance with Section 3.1(c)Consideration, without any interest thereon, it being understood that surrender upon surrender, in the manner provided in Section 3.01(b), of the Certificate or Certificates or Book-Entry Shares representing that formerly evidenced such Dissenting Shares shall be a prerequisite shares of Company Common Stock. (b) Prior to the receipt of payment in respect of any Dissenting Shares represented thereby. The Closing, the Company shall give Parent (ai) prompt written notice of any written demands or threatened demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company and any withdrawals of such demands, along with copies of all other documents or correspondence relating to stockholders’ rights any of appraisal, the foregoing and (bii) the right opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, the The Company shall not, except with the prior written consent of Parent (which consent shall not offer to make or be unreasonably withheld), make any payment with respect to any such demands for appraisal, or settle appraisal or offer to settle or settle any such demand for appraisal without the prior written consent of Parentdemands

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares (“Appraisal Shares”) that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and any person who is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCC, DGCL (“Section 262”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”as provided in Section 2.2(a), but instead such stockholder rather the holders of Appraisal Shares shall be entitled to payment of the appraised fair value of such Dissenting Appraisal Shares in accordance with the provisions of Section 17-6712 of the KGCC 262 (and at the Effective Time, such Dissenting Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder holders shall cease to have any rights right with respect thereto, except the right to receive the appraised fair value of such Dissenting Appraisal Shares in accordance with the provisions of Section 17-6712 of the KGCC262); provided, unless and until however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost rights lose the right to appraisal under Section 262, then the KGCC. If any right of such holder to be paid the fair value of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Appraisal Shares shall thereupon cease and such Appraisal Shares shall be treated as if they had deemed to have been converted into as of the Effective Time into, and to have become exchangeable solely for the right to receive, as of the Effective Time, the receive Merger Consideration for each such Share, as provided in accordance with Section 3.1(c2.2(a), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give serve prompt notice to Parent (a) prompt written notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisal, and (b) Parent shall have the right to direct participate in and control all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except Prior to the extent required by applicable LawEffective Time, the Company shall not offer to make or make any payment with respect to any such demands for appraisalnot, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (the "APPRAISAL SHARES") of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and any holder who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL ("SECTION 262"), if Section 262 provides for appraisal rights for such shares, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”as provided in SECTION 2.08(c), but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 of the KGCC (and at 262. At the Effective Time, such Dissenting all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 of 262. Notwithstanding the KGCC)foregoing, unless and until if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost rights lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the KGCC. If any relief provided by Section 262, then the right of such holder to be paid the fair value of Dissenting such holder's Appraisal Shares under Section 262 shall cease, and each such Appraisal Share shall be deemed to have been converted into, and shall have failed to perfect or shall have effectively withdrawn or lost such rightbecome, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of in each case at the Effective Time, the right to receive the Merger Consideration for each such Share, in accordance with Section 3.1(c), only (without any interest being payable thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment ) as provided in respect of any Dissenting Shares represented therebySECTION 2.08(c). The Company shall give serve prompt notice to Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals shares of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisalCommon Stock, and (b) Parent shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except Prior to the extent required by applicable LawEffective Time, the Company shall not offer to make or make any payment with respect to any such demands for appraisalnot, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares that shares of Tycho Preferred Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder holders of Tycho Preferred Stock who did not vote have demanded and exercised any appraisal rights in favor the manner provided under the Delaware Corporation Law and, as of the Merger Effective Time, have neither effectively withdrawn nor lost their appraisal rights under the Delaware Corporation Law (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 of the KGCC"Dissenting Shares"), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC)Consideration, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect exercise or shall have effectively withdrawn or lost such rightholder's appraisal rights under the Delaware Corporation Law. If such holder shall have so failed to exercise or shall have effectively withdrawn or lost such appraisal rights, such holder’s Shares 's shares of Tycho Preferred Stock shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable for the right to receivefor, as of at the Effective Time, the right to receive the Merger Consideration for each such Share, in accordance with Section 3.1(c)Consideration, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company . (b) Tycho shall give Parent (a) DSL prompt written notice of any written demands received by Tycho for appraisal pursuant to Section 262 of any Sharesthe Delaware Corporation Law, attempted withdrawals of such demands demands, and any other instruments served pursuant to the KGCC Delaware Corporation Law and received by Tycho. Tycho shall not, except with the Company relating to stockholders’ rights prior written consent of appraisal, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent DSL or as otherwise required by applicable Lawlaw, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle appraisal or offer to settle or settle any such demand for appraisal without the prior written consent of Parentdemands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Company Shares (the “Dissenting Shares”) that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder Company Stockholders who did have not vote voted in favor of the Merger (or consent Merger, consented thereto in writing) writing or otherwise contractually waived their rights to appraisal and who is entitled to demand and properly demands appraisal have complied with all of such Shares pursuant to, and who complies in all respects with, the relevant provisions of Section 17-6712 262 of the KGCC, DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC)Consideration, unless and until such holder stockholders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented therebyDGCL. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Company Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (bii) the right opportunity to direct all negotiations and proceedings Proceedings with respect to demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, Neither the Company shall not offer to make or nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the prior written consent right to dissent, then (i) as of Parentthe occurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Consideration (adjusted as contemplated in Sections 3.01(b), 3.01(c) and 3.05 hereof) issuable pursuant to Section 3.02, and (ii) promptly following the occurrence of such event, Parent shall deposit into the Payment Fund the Merger Consideration (adjusted as contemplated in Sections 3.01(b), 3.01(c) and 3.05 hereof) to which such holder is entitled pursuant to Section 3.02.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL or, Shares to the extent applicable, the CCC, shares of Company Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder Company Stockholders who did not vote shall have neither voted in favor of the First Merger (or consent nor consented thereto in writing) writing in respect of such Company Stock and who is entitled shall have demanded properly in writing appraisal for such Company Stock in accordance with Section 262 of the DGCL, or, to demand and properly demands appraisal the extent applicable, Chapter 13 of such Shares pursuant tothe CCC, and who complies in otherwise complied with all respects with, of the provisions of Section 17-6712 the DGCL or CCC, as applicable, relevant to the exercise and perfection of the KGCCappraisal rights (collectively, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead shall not be converted into, and such stockholder Company Stockholders shall have no right to receive, the Per Share Company Stock Consideration that would otherwise be entitled attributable to payment of the appraised value of such Dissenting Shares in accordance with Section 2.6 (as reflected in the provisions of Section 17-6712 of Company Closing Statement) unless and until such Company Stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to existDGCL, and such holder shall cease if and to have any the extent applicable, the CCC. Any Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights with respect thereto, except the right to receive the appraised value appraisal of such Dissenting Shares in accordance with the provisions of under Section 17-6712 262 of the KGCCDGCL, and if and to the extent applicable, Chapter 13 of the CCC (or other applicable Law), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares 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 deemed to have been converted into into, and to have become exchangeable for the right to receivefor, as of the Effective Time, the Merger right to receive the Per Share Company Stock Consideration for each attributable to such Share, Dissenting Shares in accordance with Section 3.1(cthe terms of the Company’s Charter Documents (as reflected in the Company Closing Statement), without any interest thereon, it being understood that surrender upon surrender, in the manner provided in Section 2.8, of the Certificate or Certificates or Book-Entry Shares representing that formerly evidenced such Dissenting Shares shall be a prerequisite Shares. (b) Prior to the receipt of payment in respect of any Dissenting Shares represented thereby. The Closing, the Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights and any withdrawals of appraisalsuch demands, and (bii) the right opportunity to direct participate in all negotiations and proceedings (including the defense and any settlement thereof) with respect to demands for appraisal under the KGCC. Except DGCL and, if and to the extent required by applicable Lawapplicable, the CCC. The Company will enforce any contractual waivers that Company Stockholders have granted regarding appraisal rights that apply to the Transactions. The Company shall not, except with the prior written consent of Parent (which consent shall not offer to make be unreasonably withheld, conditioned or delayed), make any payment with respect to any such demands for appraisal, or settle appraisal or offer to settle or settle any such demand for appraisal without the prior written consent of Parentdemands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 262 of the KGCC (and at DGCL. At the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and such holder Dissenting Stockholder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCC)DGCL, unless and until such holder Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holderDissenting Stockholder’s Shares shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Shareshare of Company Common Stock, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (bii) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, the The Company shall not offer to make or make any payment not, except with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, (i) waive any failure by a stockholder to timely comply with the requirements of Section 262 of the DGCL to perfect or demand appraisal of such holder’s shares of Company Common Stock or (ii) voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.2 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and any holder who is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (“Section 262”) (such Shares, the “Appraisal Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), as provided in Sections 1.06(a)(iii) and 1.06(a)(iv) but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Appraisal Shares in accordance with the provisions of Section 17-6712 262; provided that, subject to Section 1.08(i), Purchaser shall be entitled to withhold from such payment such amounts as are required to be withheld with respect to the making of such payment under the KGCC (and at Code or under any applicable provision of state, local or foreign tax law. At the Effective Time, such Dissenting all Appraisal Shares shall no longer be outstanding and outstanding, shall automatically be canceled and shall cease to exist, and such each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Appraisal Shares in accordance with the provisions of Section 17-6712 of 262. Notwithstanding anything in this Agreement to the KGCC)contrary, unless and until if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost rights lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled to the KGCC. If any relief provided by Section 262, then the right of such holder to be paid the fair value of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall thereupon be treated as if they had deemed to have been converted into at the Effective Time into, and become exchangeable for shall have become, the right to receive, as of the Effective Time, receive the Merger Consideration for each such Share, as provided in accordance with Section 3.1(cSections 1.06(a)(iii) and 1.06(a)(iv), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice to Purchaser of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and DGCL received by the Company relating to stockholders’ rights of appraisalCompany, and (b) Purchaser shall have the right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except Prior to the extent required by applicable LawEffective Time, the Company shall not offer to make or not, without the prior written consent of Purchaser, voluntarily make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without demands, or agree to do any of the prior written consent of Parentforegoing.

Appraisal Rights. (a) As of the Closing Date, the Company shall have received the Company Requisite Stockholder Approvals (as defined in Section 4.1(b) below), by execution of a written consent in lieu of a meeting pursuant to Section 228 of the DGCL, which (i) approve of this Agreement, the Merger, the Escrow Agreement and all other transactions contemplated hereby and thereby and appoint Xxxxxxx River Ventures, LLC as the initial Securityholders Representative and (ii) acknowledge that such approval is irrevocable and that such holder is aware of its or his rights to dissent pursuant to Section 262 of the DGCL, a copy of which was attached to such written consent, and that such holder has received and read a copy of Section 262 of the DGCL. (b) The Surviving Corporation shall give prompt notice of the taking of the actions described in Section 3.3(a) to all holders of shares of Company Stock not executing the written consent described therein, together with an information statement containing a description of the appraisal rights of holders of all shares of Company Stock available under Section 262 of the DGCL in the form attached hereto as Schedule 3.3(b). (c) Notwithstanding anything in this Agreement to the contrary, Shares any shares of Company Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder who did not vote Stockholders who, in favor accordance with Section 262 of the Merger DGCL (the “Appraisal Rights Provisions”) (i) have not voted or consent thereto consented to adopt and approve this Agreement and (ii) shall have demanded properly in writing) and who is entitled to demand and properly demands writing appraisal of for such Shares pursuant toshares, and who complies in all respects withnot effectively withdrawn, the provisions of Section 17-6712 of the KGCClost or failed to perfect their rights to appraisal (collectively, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), will not be converted as described in Section 2.6, but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares by virtue of the Merger and without any action on the part of the holder thereof, shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, exist and such holder shall cease to have any rights with respect thereto, except represent the right to receive only those rights provided under the appraised value Appraisal Rights Provisions; provided, however, that all shares of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder Company Stock held by Stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such shares of Company Stock under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares Appraisal Rights Provisions shall thereupon be treated as if they had deemed to have been converted into cancelled and become exchangeable for the right retired and to receivehave been converted, as of the Effective Time, into the right to receive the applicable portion of the Merger Consideration for each in the manner provided in Section 2.6. Persons who have perfected statutory rights with respect to Dissenting Shares as aforesaid will not be paid by the Surviving Corporation as provided in this Agreement and will have only such Share, in accordance rights as are provided by the Appraisal Rights Provisions with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing respect to such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. Shares. (d) The Company shall give Parent (a) and MergerCo prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating prior to stockholders’ the Effective Time for the exercise of appraisal rights with respect to shares of appraisal, Company Stock and (b) Parent shall have the right (at its expense) to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except to the extent required by applicable Law, the The Company shall not offer to make or not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand demands. Notwithstanding the foregoing, to the extent that Parent or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any other costs or expenses (including specifically, but without limitation, attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (other than payments for appraisal without such shares) (the prior written consent sum of Parentthe amounts paid pursuant to clauses (i) and (ii), “Dissenting Share Payments”), Parent shall be indemnified under the terms of Article VIII for the amount of such Dissenting Share Payments. (e) Each dissenting Stockholder who becomes entitled under the Appraisal Rights Provisions to payment for Dissenting Shares shall receive payment therefor after the Effective Time from the Surviving Corporation (but only after the amount thereof shall have been agreed upon or finally determined pursuant to the Appraisal Rights Provisions), and such shares of Company Stock shall be cancelled.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares in the event that appraisal rights are available in connection with Merger 1 pursuant to Section 262 of the DGCL, shares of Edisto Common Stock that are issued and outstanding immediately prior to the Merger 1 Effective Time and which that are held by a stockholder Edisto Stockholders who did not vote in favor of the Merger (or consent thereto in writing) 1 and who is entitled to demand and properly demands appraisal comply with all of such Shares pursuant to, and who complies in all respects with, the relevant provisions of Section 17-6712 262 of the KGCC, DGCL (the "Dissenting Shares") shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC)1 Consideration, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares Edisto Stockholders shall have failed to perfect or shall have effectively withdrawn or lost such right, and such holder’s Shares Edisto Stockholders' shares of Edisto Common Stock shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable for the right to receive, as of the Merger 1 Effective Time, the Merger 1 Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company Edisto shall give Parent (ai) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals shares of such demands and any other instruments served pursuant to the KGCC and Edisto Common Stock received by the Company relating to stockholders’ rights of appraisal, Edisto and (bii) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal under any such demands. Edisto shall not, without the KGCC. Except to the extent required by applicable Lawprior consent of Parent, the Company shall not offer to make or voluntarily make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without the prior written consent of Parentdemands.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary other than Section 2.2(b), Shares that are issued and outstanding immediately prior to the Effective Time and which are any shares of Company Common Stock held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and -------------- holder who is entitled to demand and properly demands has demanded and perfected appraisal of rights for such Shares pursuant to, and who complies shares in all respects with, the provisions of accordance with Section 17-6712 262 of the KGCCDelaware General Corporation Law (the "DGCL") and ---- who, as of the Effective Time, has ----------- not effectively withdrawn or lost such appraisal rights ("Dissenting ----------- Shares"), shall not be converted into or represent a right to receive ------ Merger Consideration pursuant to Section 2.1(c), but instead shall be exchangeable for converted --------------- into the right to receive the Merger Consideration (the “Dissenting Shares”), but instead only such stockholder shall consideration as may be entitled determined to payment of the appraised value of be due with respect to such Dissenting Shares in accordance with under the provisions of Section 17-6712 of the KGCC (DGCL. From and at after the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any a holder of Dissenting Shares shall have failed not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. (b) Notwithstanding the provisions of Section 2.2(a), if any holder of -------------- shares of Company Common Stock who demands appraisal of such shares under the DGCL shall effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for otherwise) the right to receiveappraisal, then, as of the later of the Effective TimeTime and the occurrence of such event, such holder's shares shall no longer be Dissenting Shares and shall automatically be converted into and represent only the right to receive Merger Consideration for each such Share, as provided in accordance with Section 3.1(c), 2.1(c) without any interest thereon, it being understood that upon surrender of the Certificates or Book-Entry Shares certificate ------------- representing such Dissenting Shares shall be a prerequisite shares pursuant to the receipt of payment in respect of any Dissenting Shares represented therebySection 2.3. ------------ (c) The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the KGCC DGCL and received by the Company relating which relate to stockholders’ rights of appraisal, any such demand for appraisal and (bii) the right opportunity to direct participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, the The Company shall not offer to make or not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal, or settle appraisal of Company Common Stock or offer to settle or settle any such demand for appraisal without the prior written consent of Parentdemands.

Appraisal Rights. Notwithstanding anything in any other provision of this Agreement to the contrary, Shares (the "DISSENTING SHARES") that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder stockholders who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal comply with all of such Shares pursuant to, and who complies in all respects with, the relevant provisions of Section 17-6712 Article 13, Title 10 of the KGCC, AC (the "DISSENTING STOCKHOLDERS") shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC)Share Consideration, unless and until such holder holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the KGCCAC. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s 's Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Share Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the KGCC AC and received by the Company relating to stockholders’ ' rights of appraisal, and (bii) the right opportunity to direct all negotiations and proceedings with in respect to of demands for appraisal under the KGCCAC. Except to the extent required by applicable Law, Neither the Company shall not offer to make or nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with in respect to any such demands for appraisalof, or settle or offer to settle settle, any such demand for appraisal without payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the prior written consent of Parentright to dissent, the Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares had been converted into the right to receive the Share Consideration pursuant to Section 2.1(b).

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder stockholders who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal comply with all of such Shares pursuant to, and who complies in all respects with, the relevant provisions of Section 17-6712 262 of the KGCC, DGCL (the "Dissenting Shares") shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC)Consideration, unless and until such holder holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s 's Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ ' rights of appraisal, appraisal and (bii) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except to the extent required by applicable Law, Neither the Company shall not offer to make or nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisalto, or settle or offer to settle settle, any such demand for appraisal without payment. If any Dissenting Shareholder shall fail to perfect or shall have effectively withdrawn or lost the prior written consent of Parentright to dissent, the Shares

Appraisal Rights. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are shares of Arcturus Capital Stock held by a stockholder holder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to has made a demand and properly demands for appraisal of such Shares pursuant to, and who complies shares in all respects with, the provisions of accordance with Section 17-6712 262 of the KGCCDGCL or Chapter 13 of the CCC (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL or Chapter 13 of the CCC, shall as applicable, with respect to such shares), will not be converted into or be exchangeable for represent the right to receive the Merger Consideration (the “Dissenting Shares”)cash in accordance with Section 1.6, but instead will be converted into the right to receive such stockholder shall consideration as may be entitled determined to payment of the appraised value of be due with respect to such Dissenting Shares in accordance with pursuant to the provisions of Section 17-6712 of the KGCC DGCL or CCC, as applicable (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL or Chapter 13 of the CCC, as applicable); provided, however, that if a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws, has failed to perfect or otherwise loses such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date on which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares (and the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 of the DGCL or Chapter 13 of the CCC, as applicable, will cease) and will be converted into the right to receive the appraised value of such Dissenting Shares a cash payment determined in accordance with and subject to the provisions of Section 17-6712 1.5 upon their surrender in the manner provided in Section 1.8, without interest thereon. (b) Arcturus shall give Buyer: (i) prompt notice of (A) any written demand received by Arcturus prior to the Effective Time to appraisal rights pursuant to Section 262 of the KGCC), unless and until such holder shall have failed to perfect DGCL or shall have effectively withdrawn or lost rights to appraisal under Chapter 13 of the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receiveCCC, as applicable; (B) any withdrawal of any such demand; and (C) any other demand, notice or instrument delivered to Arcturus prior to the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served Time pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisalDGCL or CCC, as applicable; and (bii) the right opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under any such demand, notice or instrument. Arcturus shall not, except with the KGCC. Except to the extent required by applicable Law, the Company prior written consent of Alcobra (which shall not offer to make be unreasonably withheld, conditioned or delayed) make any payment with respect to any such demands for appraisal, or settle or offer to settle or settle any such demand for appraisal without the prior written consent of Parentdemands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder any holder who did (i) has not vote voted such shares of Company Common Stock in favor of the Merger at the Stockholders Meeting, (or consent thereto in writingii) and who is entitled to demand and properly demands appraisal of such Shares shares pursuant toto Section 262 of the DGCL (“Section 262”), or, pursuant to Section 1301 of California Law, if applicable (“Section 1301”), and who complies in all respects with, with the provisions of Section 17-6712 262, or, Section 1301, if applicable, and (iii) has not effectively withdrawn or lost the right to demand relief as a dissenting stockholder under the DGCL, or, California Law, if applicable, as of the KGCCEffective Time (the “Appraisal Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”as provided in Section 2.1(c), but instead such stockholder holder of Appraisal Shares shall only be entitled to payment of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 of the KGCC (and at 262, or, Section 1301, if applicable. At the Effective Time, such Dissenting all Appraisal Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to existexist or be outstanding, and such each holder of Appraisal Shares shall cease to have any rights with respect thereto, except such rights as are granted under Section 262, or, Section 1301, if applicable. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section Table of Contents 262, or, Section 1301, if applicable, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, or, Section 1301, if applicable, then the rights of such holder under Section 262, or, Section 1301, if applicable, shall cease to exist and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, as provided in accordance with Section 3.1(c2.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give serve prompt notice to Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals shares of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisalCommon Stock, and (b) Parent shall have the right to participate in and, subject to applicable law, direct all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except to the extent required by applicable Law, the The Company shall not offer to make or make any payment with respect to any such demands for appraisalnot, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Yankees Shares that are issued and outstanding immediately prior to the Yankees Effective Time and which that are held by a stockholder holders of Yankees Shares who did not vote shall have neither voted in favor of the Yankees Merger (or consent nor consented thereto in writing) writing and who is entitled to demand and shall have demanded properly demands in writing appraisal of for such Yankees Shares pursuant to, and who complies in all respects with, the provisions of accordance with Section 17-6712 262 of the KGCCDGCL (collectively, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall not be converted into, or represent the right to receive, the Yankees Merger Consideration. Such Yankees stockholders shall be entitled instead to receive payment of the appraised fair value of such Dissenting Yankees Shares held by them in accordance with the provisions of such Section 17-6712 of the KGCC (and at the Effective Time262, such except that all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value held by holders of such Dissenting Yankees Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such Yankees Shares under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares Section 262 shall thereupon be treated as if they had deemed to have been converted into into, and to have become exchangeable for the right to receivefor, as of the Yankees Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c)right to receive the Standard Election, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company accordance with Section 2.1(c). (b) Yankees shall give Braves and Parent (ai) prompt written notice of any written demands for appraisal of any Sharesreceived by Yankees, attempted withdrawals of such demands demands, and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, Yankees and (bii) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL. Except to Yankees shall not, except with the extent required by applicable Lawprior written consent of Braves, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle appraisal or offer to settle or settle any such demand for appraisal without the prior written consent of Parentdemands.

Appraisal Rights. Notwithstanding anything in this Agreement No Person who has perfected a demand for appraisal rights pursuant to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor Section 262 of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 of the KGCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder DGCL shall be entitled to payment of receive the appraised value of such Per Share Merger Consideration with respect to the Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, owned by such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), Person unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or Person shall have effectively withdrawn or lost such rightPerson’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 Shares owned by such Dissenting Stockholder; provided, however, that if any such Dissenting Stockholder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL, then the right of such Dissenting Stockholder to be paid the fair value of such holder’s Dissenting Shares shall thereupon cease and such Dissenting Shares shall be treated as if they had deemed to have been converted into as of the Effective Time into, and to have become exchangeable solely for the right to receive, as of the Effective Time, the applicable Per Share Merger Consideration for each such Share, as provided in accordance with Section 3.1(c4.2(a), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) Purchaser prompt written notice of any written demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to the KGCC and applicable Laws that are received by the Company relating to stockholders’ rights of appraisal, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the The Company shall not offer to make or not, except with the prior written consent of Purchaser, voluntarily make any payment with respect to any such demands for appraisal, or settle or offer to settle or settle any such demand for appraisal without demands or approve any withdrawal of any such demands, or agree to do any of the prior written consent of Parentforegoing.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and any Person who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCC, DGCL (“Common Appraisal Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”as provided in Section 2.01(c), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except represent the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of only those rights provided under Section 17-6712 262 of the KGCC)DGCL; provided, unless and until however, that if any such holder Person shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost rights lose the right to appraisal under Section 262 of the KGCC. If any holder DGCL, then the right of Dissenting such Person to receive those rights under Section 262 of the DGCL shall cease and such Common Appraisal Shares shall be deemed to have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into as of the Effective Time into, and become exchangeable for shall represent only the right to right to receive, the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Shares of Convertible Preferred Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Preferred Appraisal Shares”, and together with the Common Appraisal Shares, the “Appraisal Shares”) shall not remain outstanding as provided in Section 2.01(d), but instead shall be canceled and shall represent the right to receive only those rights as provided under Section 262 of the DGCL; provided, however, that if any such Person shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL, then the right of such Person to receive those rights under Section 262 of the DGCL shall cease and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock or Convertible Preferred Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c)Company shall not, without the prior written consent of Parent, make any interest thereonpayment with respect to, it being understood that surrender or settle or offer to settle, any such demands, or agree to do any of the Certificates or Book-Entry Shares representing such Dissenting Shares foregoing. Parent shall be a prerequisite to not, except with the receipt prior written consent of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Sharesthe Company, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by require the Company relating to stockholders’ rights of appraisal, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle appraisal or offer to settle or settle any such demand for appraisal without the prior written consent of Parentdemands.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares any shares of Seller Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder who did Seller Stockholders who, in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”) (i) have not vote voted in favor of adopting and approving this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, and (iii) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (collectively, the “Dissenting Shares”), will not be converted as described in Section 3.1, but at the Effective Time, by virtue of the Merger (and without any action on the part of the holder thereof, shall be cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, however, that all shares of Seller Common Stock held by Seller Stockholders who shall have failed to perfect or consent thereto in writing) and who is entitled effectively shall have withdrawn or lost their rights to demand and properly demands appraisal of such Shares pursuant toshares of Seller Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been canceled and to have been converted, and who complies in all respects with, the provisions of Section 17-6712 as of the KGCCEffective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration relating thereto, without interest, in the manner provided in Section 3.1. Persons who have perfected statutory rights with respect to Dissenting Shares (the “Dissenting SharesStockholders”), but instead ) as described above will not be paid as provided in this Agreement and will have only such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCC. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received are provided by the Company relating to stockholders’ rights of appraisal, and (b) the right to direct all negotiations and proceedings Appraisal Rights Provisions with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of ParentDissenting Shares.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are shares (the "Appraisal Shares") of Company Common Stock issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and any holder who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCC, DGCL ("Section 262") shall not be converted into or be exchangeable for the right to receive from the Surviving Corporation, in cash and without interest, the Merger Consideration (the “Dissenting Shares”as provided in Section 3.01(d), but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 of the KGCC (and at 262. At the Effective Time, such Dissenting the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such each holder of a certificate that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 of 262. Notwithstanding the KGCC)foregoing, unless and until if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost rights lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the KGCC. If any relief provided by Section 262, then the right of such holder to be paid the fair value of Dissenting such holder's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have failed to perfect or been converted at the Effective Time into, and shall have effectively withdrawn or lost such rightbecome, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receivereceive from the Surviving Corporation, as of the Effective Timein cash and without interest, the Merger Consideration for each such Share, as provided in accordance with Section 3.1(c3.01(d), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give serve prompt notice to Parent (a) prompt written notice of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of any such demands and any other instruments served pursuant to the KGCC and DGCL received by the Company relating to stockholders’ rights of appraisalCompany, and (b) Parent shall have the right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the KGCCsuch demands. Except to the extent required by applicable Law, the The Company shall not offer to make or make any payment with respect to any such demands for appraisalnot, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares Company Capital Stock (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 17-6712 Chapter 13 of the KGCCCCSC (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”)Consideration, but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 Chapter 13 of the KGCC CCSC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 Chapter 13 of the KGCC)CCSC, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCCCSC. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shares of Company Capital Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Shareshare of Company Capital Stock, in accordance with Section 3.1(c3.1(b), without any interest thereon, it being understood that surrender . The Company shall notify its stockholders of appraisal rights within two (2) business days after the Certificates or Book-Entry Shares representing such Effective Time. All negotiations with respect to payment for Dissenting Shares shall be a prerequisite to handled jointly by Parent and the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisal, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of ParentCompany.‌

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and any Person who is entitled to demand and properly demands appraisal of such Shares shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCC, DGCL (“Section 262”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”as provided in Section 2.2(a), but instead such stockholder rather the holders of Appraisal Shares shall be entitled to payment of the appraised fair value of such Dissenting Appraisal Shares in accordance with the provisions of Section 17-6712 of the KGCC 262 (and at the Effective Time, such Dissenting Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder holders shall cease to have any rights right with respect thereto, except the right to receive the appraised fair value of such Dissenting Appraisal Shares in accordance with the provisions of Section 17-6712 of the KGCC262); provided, unless and until however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost rights lose the right to appraisal under Section 262, then the KGCC. If any right of such holder to be paid the fair value of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Appraisal Shares shall thereupon cease and such Appraisal Shares shall be treated as if they had deemed to have been converted into as of the Effective Time into, and to have become exchangeable solely for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, as provided in accordance with Section 3.1(c2.2(a), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give serve reasonably prompt notice to Parent (a) prompt written notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals shares of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisalCommon Stock, and (b) Parent shall have the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parentsuch

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Stock (the “Shares”) that are issued and outstanding immediately prior to the First Effective Time and which are held by a stockholder who did not vote in favor of the First Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL or Section 92A.380 of the NRS, as applicable, (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Company Stock Merger Consideration (the “Dissenting Shares”)Consideration, but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Shares (the “Dissenting Shares Shares”) in accordance with the provisions of Section 17-6712 262 of the KGCC DGCL or Section 92A.380 of the NRS, as applicable (and at the First Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL or Section 92A.380 of the NRS, as applicable), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL or the NRS, as applicable. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the First Effective Time, the Company Stock Merger Consideration for each such Share, in accordance with Section 3.1(c3.1(a), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL or the NRS, as applicable, and received by the Company relating to stockholders’ rights of appraisal, and (bii) the right opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCCDGCL or the NRS, as applicable. Except to the extent required by applicable Law, the The Company shall not offer to make or make any payment not, except with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Appraisal Rights. In accordance with Section 262 of the Delaware Law, since each stockholder of XXX.xxx shall have voted in favor of the Merger or consented thereto in writing, no appraisal rights shall be available to holders of shares of XXX.xxx Common Stock in connection with the Merger. In accordance with Section 910 of New York Law, since each Stockholder of CMJ shall have assented to the Merger, no appraisal rights shall be available to holders of shares of CMJ Common Stock in connection with the Merger. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder stockholders of Xxxxxxxxxxx.xxx who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal comply with all of such Shares pursuant to, and who complies in all respects with, the relevant provisions of Section 17-6712 262 of the KGCC, Delaware Law (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Xxxxxxxxxxx.xxx Merger Consideration (the “Dissenting Shares”), but instead such stockholder shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 17-6712 of the KGCC)Consideration, unless and until such holder holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the KGCCDelaware Law. If any holder of Dissenting Shares As a condition to closing hereunder, RMG shall have failed agreed in its Investment Letter to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into reimburse XXX.xxx for all appraisal payments made and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, all expenses incurred in accordance connection with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands Stockholder's demand for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisal, and (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under Xxxxxxxxxxx.xxx Merger Consideration that such Dissenting Stockholders would have received in the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle or offer to settle any absence of such demand for appraisal without the prior written consent of Parentwill be paid to RMG in consideration thereof.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares shares pursuant to, and who complies in all respects with, the provisions of Section 17-6712 262 of the KGCCDGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such stockholder holder shall be entitled to payment of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 17-6712 262 of the KGCC DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 17-6712 262 of the KGCCDGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the KGCCDGCL. If any holder of Dissenting Shares Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Shareshare of Company Common Stock, in accordance with Section 3.1(c)2.1, without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (ai) prompt written notice of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC DGCL and received by the Company relating to stockholders’ rights of appraisal, and (bii) the right opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such demands for appraisal, or settle or offer to settle any such demand for appraisal without the prior written consent of ParentDGCL.