Common use of Appraisal Rights Clause in Contracts

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. Notwithstanding anything in this Agreement Subject to the contrarylast sentence of this Section 4.2(g), if any no Dissenting Stockholder shall demand be entitled to be paid receive the “fair value” of applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder’s shares of Company Capital Stock, as but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided in by Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into or exchangeable for DGCL with respect to the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle Dissenting Shares owned by such Dissenting Stockholder only and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to payment of the fair value of such shares of Company Capital Stockexist, in accordance with Section 262 of the DGCL, unless and until such Dissenting Stockholder withdraws shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in accordance respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with Section 262(k) of respect to any demand for appraisal under the DGCL) or effectively loses the right to dissent. Neither the The Company nor the Surviving Corporation shallshall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or otherwise waived or lost the right under Section 262 of the DGCL with respect to dissentany Dissenting Shares, then such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the later of the Effective Time or the occurrence of such eventTime, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive receive, without interest or duplication, the applicable portion of the Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to Section 2.6this Article IV.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, if any Dissenting Stockholder shall demand contrary and to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of extent available under the DGCL, such shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Stock in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights (collectively, the “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration, unless and until such Dissenting Stockholder stockholder fails to perfect or withdraws (in accordance with Section 262(k) or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the DGCL) Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to dissent. Neither receive the Per Share Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.01(b), of the Certificate or Certificates that formerly evidenced such shares of Company Capital Stock. (b) Prior to the Closing, the Company nor shall give BCAC (i) prompt notice of any demands for appraisal received by the Surviving Corporation shallCompany and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentBCAC (which consent shall not be unreasonably conditioned, voluntarily withheld or delayed), make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid shares (the “fair value” of such Dissenting Stockholder’s shares Shares”) of Company Capital Stock, as provided in Section 262 of Common Stock that are issued and outstanding immediately prior to the DGCL, such shares of Effective Time and that are held by the Company Capital Stock shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital StockStockholders who, in accordance with Section 262 of the DGCLDGCL (the “Appraisal Rights Provisions”), unless (i) have not voted in favor of adopting this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with the Appraisal Rights Provisions, and until (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Stockholders”), will not be converted into the Merger Consideration, 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 each holder of Dissenting Shares shall cease to have any rights with respect thereto, other than such rights to be paid the fair value of such Dissenting Stockholder withdraws (in accordance with Section 262(k) Shares provided under the Appraisal Rights Provisions; provided, however, that all shares of Company Common Stock held by the Company Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Company Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been cancelled and to have been converted, as of the DGCL) or effectively loses Effective Time, into the right to dissentreceive the Merger Consideration relating thereto, without interest, in the manner provided in Section 2.1 and Section 2.2. Neither From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time). (b) The Company shall give Parent and Merger Sub (i) prompt notice of any demands received by the Company nor for the Surviving Corporation shallexercise of appraisal rights with respect to shares of Company Common Stock, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL and received by the Company and (ii) the opportunity to direct and control all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand demands for appraisal. (c) Each Dissenting Stockholder who becomes entitled under the Appraisal Rights Provisions to payment of fair value of a for Dissenting Stockholder’s Shares shall receive payment therefor after the Effective Time from the Surviving Entity (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 Capital Common Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6canceled.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand Company Common Stock that are issued and outstanding immediately prior to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided Effective Time and which are held by stockholders who did not vote in Section 262 favor of the DGCLMerger (the "Dissenting Shares"), such shares which stockholders comply with all of Company Capital Stock the relevant provisions of Delaware Law (the "Dissenting Stockholders"), shall not be converted into or be exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of the DGCLConsideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) Shareholder shall have failed to perfect or shall have effectively loses withdrawn or lost such right, such holder's Company Common Stock shall thereupon be converted into and become exchangeable for the right to dissentreceive, as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (a) prompt notice of any written demands for appraisal of any Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law and received by the Company relating to stockholders' rights of appraisal, and (b) the opportunity to direct, in its reasonable business judgment, all negotiations and proceedings with respect to demands for appraisal under Delaware Law. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demandspayment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Common Stock held by such Dissenting Stockholder Shareholder shall thereupon be treated as though such Company Common Stock had been converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.61.6.1.

Appraisal Rights. Notwithstanding anything in this Agreement In the event that a Pre-Closing CVR Distribution has occurred, by virtue of Section 13.1-730(B) of the VSCA, no appraisal rights shall be available to the contrary, if any Dissenting Stockholder shall demand to be paid holders of Company Voting Common Stock in connection with the “fair value” of such Dissenting Stockholder’s Merger. There are currently no outstanding shares of Company Capital Non-Voting Common Stock, as provided in Section 262 of and the DGCL, such Company will issue no shares of Company Capital Non-Voting Common Stock following the execution and delivery hereof except pursuant to the exercise of conversion rights for Company Voting Common Stock specified in the Articles of Incorporation of the Company. In the event any such conversion shall occur prior to the Effective Time, then shares of Company Non-Voting Common Stock that are outstanding immediately prior to the Effective Time and, in the event that a Pre-Closing CVR Distribution has not occurred, shares of Company Voting Common Stock that are outstanding immediately prior to the Effective Time, and, in each case, which are held by shareholders who shall have properly demanded appraisal for such shares in accordance with the VSCA to the extent entitled thereto (collectively, the “Dissenters’ Shares”) shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion Company Merger Consideration, and the holders of such shares instead shall be entitled to receive payment of the appraised value of such shares held by them in accordance with the provisions of the VSCA; provided that all Dissenters’ Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal of such shares under the VSCA shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Company Merger Consideration pursuant upon surrender of the Company Certificates in the manner provided in Section 2.3 hereof that, immediately prior to Section 2.6the Effective Time, evidenced such shares.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided Common Stock that are outstanding immediately prior to the First Effective Time and that are held by Company Holders who shall have neither voted in Section 262 favor of the DGCL, Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal for such shares of Company Capital Common Stock shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, the Aggregate Transaction Consideration unless and until such Dissenting Stockholder Company Holder fails to perfect or withdraws (in accordance with or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any Company Xxxxxx who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under Section 262(k) 262 of the DGCL) or effectively loses , shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the First Effective Time, the right to dissent. Neither receive the applicable Aggregate Transaction Consideration, without any interest thereon. (b) Prior to the Closing, the Company nor shall give Parent (i) prompt notice of any demands for appraisal rights received by the Surviving Corporation shallCompany in writing and any withdrawals of such demands made in writing, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably conditioned, voluntarily withheld or delayed), make any payment with respect to, or settle to any demands for appraisal rights or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand Shares (the "DISSENTING SHARES") that are issued and outstanding immediately prior to be paid the “fair value” Effective Time and which are held by stockholders who did not vote in favor of such Dissenting Stockholder’s shares the Merger and who comply with all of Company Capital Stock, as provided in the relevant provisions of Section 262 of the DGCL, such shares of Company Capital Stock DGCL (the "DISSENTING STOCKHOLDERS") shall not be converted into or be exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of the DGCLConsideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) shall have failed to perfect or shall have effectively loses withdrawn or lost such right, such holder's Shares shall thereupon be converted into and become exchangeable for the right to dissentreceive, as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demandspayment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares had been converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.63.1(c).

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of Common Stock that are issued and outstanding immediately prior to the DGCL, such shares of Company Capital Stock shall not be converted into or exchangeable for Effective Time and that are held by the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital StockMinority Holders who, in accordance with Section 262 of the DGCLDGCL (the “Appraisal Rights Provisions”), unless (i) have not voted in favor of adopting this Agreement or consented thereto in writing, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with the Appraisal Rights Provisions, and until (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Stockholders”), will not be converted into the Merger Consideration, 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 each holder of such shares (the “Dissenting Shares”) shall cease to have any rights with respect thereto, other than such rights to be paid the fair value of such Dissenting Stockholder withdraws (Shares provided under the Appraisal Rights Provisions; provided, however, that all shares of Common Stock held by the stockholders of the Company who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been cancelled and to have been converted, as of the Effective Time, into the right to receive the Merger Consideration relating thereto, without interest, upon surrender of the Certificate or Certificates that formerly evidenced such shares of Common Stock or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, in each case in accordance with Section 262(k) 3.04. From and after the Effective Time, holders of Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the DGCL) payment of dividends or effectively loses other distributions with respect to the right to dissent. Neither the Company nor Company, the Surviving Corporation shallor Parent (except dividends or other distributions payable to stockholders of record of the Company prior to the Effective Time). (b) The Company shall give Parent (i) prompt notice of any demands received by the Company for the exercise of appraisal rights with respect to shares of Common Stock, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL and received by the Company and (ii) the opportunity to direct and control all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand demands for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and appraisal. Parent shall keep the Company shall give Parent notice thereof and Parent shall have (including the right Special Committee) informed on a reasonably current basis as to participate at its own expense in all developments regarding negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6demands for appraisal.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the NRS, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided Stock that are outstanding immediately prior to the Effective Time and that are held by Holders who shall have neither voted in Section 262 favor of the DGCL, Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such shares of Company Capital Stock in accordance with the terms of NRS 92A.300 through 92A.500 and otherwise complied with all of the provisions of the NRS relevant to the exercise and perfection of dissenters’ rights (such shares, the “Dissenting Shares”) shall not be converted into into, and such stockholders shall have no right to receive, the applicable portion of the consideration set forth in ARTICLE III unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the NRS. Any Dissenting Shares, the Holder of which fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of his, her or its Dissenting Shares pursuant to the terms of NRS 92A.300 through 92A.500, shall thereupon be deemed to have been converted into, and to have become exchangeable for for, as of the Effective Time, the right to receive any their allocable portion of the Closing Merger Consideration (except as and the Earnout Consideration provided for, and in accordance with the procedures set forth in, ARTICLE III, without any interest thereon, upon surrender, if applicable, in the manner provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment 3.05, of the fair value Certificate, Certificates or uncertificated shares of Company Stock that formerly evidenced such shares of Company Capital Stock. (b) Prior to the Closing, in accordance with Section 262 of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the Company nor shall give Buyer (i) prompt notice of any demands for appraisal received by the Surviving Corporation shallCompany and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the NRS. The Company shall not, except with the prior written consent of ParentBuyer (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided Common Stock and Company Preferred Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock or Company Preferred Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the applicable Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Common Stock or Company Preferred Stock under Section 262 of the DGCL shall not thereupon be deemed to have been converted into or into, and to have become exchangeable for for, as of the Effective Time, the right to receive the applicable Per Share Merger Consideration, without any portion of interest thereon, upon surrender, in the Merger Consideration (except as manner provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value Article III, of such shares of Company Capital Stock. (b) Prior to the Closing, the Company shall give the SPAC (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in accordance all negotiations and proceedings with Section 262 of respect to demands for appraisal under the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the The Company nor the Surviving Corporation shallshall not, except with the prior written consent of Parentthe SPAC (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provisions of this Agreement to the contrary, if any Dissenting Stockholder shall Company Shares held by a holder who has demanded and perfected such demand to be paid the “fair value” for appraisal of such Dissenting Stockholderholder’s shares of Company Capital Stock, as provided in Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Shares in accordance with Section 262 of the DGCLDGCL and/or, unless if applicable by virtue of Section 2115 of the CCC, Chapter 1300 et. seq. of the CCC, and until as of the Closing has neither effectively withdrawn nor lost such holder’s right to such appraisal (the “Dissenting Stockholder withdraws (Shares”) shall not be converted into the applicable portion of the Merger Consideration, in accordance with Section 262(k) 1.5, but shall be entitled to only such rights as are granted by the DGCL or the CCC. Parent shall be entitled to retain any Merger Consideration not paid on account of such Dissenting Shares pending resolution of the DGCLclaims of such holders, and the holder of any Dissenting Shares shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.11(a), if any holder of Company Shares who demands appraisal of such holder’s shares under the DGCL or the CCC, as applicable, shall effectively loses withdraw or lose (through the failure to perfect or otherwise) such holder’s right to appraisal, then, as of the Closing or the occurrence of such event, whichever later occurs, such holder’s Company Shares shall automatically be converted into the right to dissentreceive, promptly following the surrender of the certificate or certificates representing such Company Shares, the applicable portion of the Merger Consideration, as provided in Section 1.5. (c) The Company shall give Parent: (i) prompt written notice of any demands for appraisal of Company Shares received by the Company, withdrawals of any demands, and any other instruments served pursuant to the DGCL or the CCC, as applicable, and received by the Company; and (ii) the opportunity and right to direct all negotiations, petitions and proceedings with respect to any such demands for appraisal. Neither the The Company nor the Surviving Corporation shallshall not, except with the prior written consent of Parent (which may be given or withheld in Parent’s sole discretion), voluntarily make any payment with respect to, or settle to any demands for appraisal of Company Shares or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle any such demands. If , or agree to do any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) foregoing, other than by operation of law or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6a final order of a court of competent jurisdiction.

Appraisal Rights. (a) In accordance with Section 13.1-730 of the VSCA, no appraisal rights shall be available to the holders of Company Voting Common Stock. (b) Notwithstanding anything in this Agreement to the contrarycontrary and unless otherwise provided by applicable law, if each share of Company Non-Voting Common Stock which is issued and outstanding immediately prior to the Effective Time and which is owned by a holder who (i) shall not have voted or caused or permitted any Dissenting Stockholder shall demand of his, her or its shares to be paid voted in favor of the “fair value” First-Step Merger, and (ii) pursuant to Section 13.1-729 et seq. of such Dissenting Stockholder’s the VSCA, duly and validly exercises and perfects his, her or its appraisal rights with respect to his, her or its shares of Company Capital StockNon-Voting Common Stock (the “Dissenting Shares”), as provided in Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into the right to receive the Merger Consideration, but, instead, the holder thereof, with respect to such Dissenting Shares, shall be entitled to payment in cash from the Surviving Corporation of the appraised value of the Dissenting Shares in accordance with the provisions of the VSCA. If any such holder shall have failed to duly and validly exercise or perfect or shall have effectively withdrawn or lost such appraisal rights, each share of Company Non-Voting Common Stock of such holder as to which appraisal rights were not duly and validly exercised or perfected, or were effectively withdrawn or lost, shall not be deemed a Dissenting Share and shall automatically be converted into and shall thereafter be exchangeable only for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2Agreement. The Company will provide Parent (i) and shall entitle such Dissenting Stockholder only to payment prompt notice of any written demands received by the fair value Company for appraisal of such shares of Company Capital Non-Voting Common Stock, in accordance with attempted withdrawals of such demands and any other instruments served on and received by the Company pursuant to Section 262 13.1-729 et seq. of the DGCLVSCA, unless and until such Dissenting Stockholder withdraws (ii) the opportunity to participate in accordance and direct all negotiations and proceedings with Section 262(k) of respect to any demands for appraisal under the DGCL) or effectively loses the right to dissentVSCA. Neither the The Company nor the Surviving Corporation shallshall not, except with the prior written consent of Parent, voluntarily make any payment with respect toto any demands for appraisal, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle any such demands. If , or approve any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) withdrawal of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of any such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall shares of Target Common Stock or Target Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Target Holder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand to be paid the “fair value” and properly demands appraisal of such Dissenting Stockholder’s shares pursuant to, and who complies in all respects with, the provisions of Company Capital Stock, as provided in Section 262 of the DGCLDGCL (the “Dissenting Stockholders”), such shares of Company Capital Stock shall not be converted into or be exchangeable for the right to receive any portion of Stock Consideration or the Merger Consideration Per Share Escrow Cash Consideration, or cancelled without consideration therefor, as applicable (except as provided in this Section 3.2) and the “Dissenting Shares”), but instead such holder shall entitle such Dissenting Stockholder only be entitled to payment of the fair value of such shares of Company Capital Stock, in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder withdraws shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Target Common Stock or Target Preferred Stock shall thereupon be treated as if they had (i) with respect to shares of Target Preferred Stock, been converted into and become exchangeable for the right to receive, as of the Effective Time, the Stock Consideration and the Per Share Escrow Cash Consideration that such share of Target Preferred Stock is entitled to receive in accordance with this Section 262(k1.6 without any interest thereon and (ii) with respect to shares of Target Common Stock, been cancelled without consideration therefor in accordance with this Section 1.6. Target shall give Parent (i) prompt notice of any written demands for appraisal of any shares Target Common Stock or Target Preferred Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by Target relating to stockholders’ rights of appraisal, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shallTarget shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demandspayment. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable Any portion of the Merger Stock Consideration made available to the Exchange Agent pursuant to Section 2.61.7 in exchange for shares of Target Preferred Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of the DGCL, such shares of Company Capital Stock held by a holder who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or exchangeable represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.6 hereof, but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. (b) Notwithstanding the provisions of Section 1.9(a) hereof, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, as applicable, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand applicable consideration for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and set forth in Section 1.6 hereof, without interest thereon, upon surrender of the certificate representing such shares. (c) Company shall give Parent (i) prompt notice thereof of any Written demand for appraisal received by Company pursuant to the applicable provisions of Delaware Law and Parent shall have (ii) the right opportunity to participate at its own expense in all negotiations and proceedings with respect to such demands. Company shall not, except with the prior Written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. If Parent shall approve, in advance, any communication to be made by Company to any Company Stockholder with respect to such demands. Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or Company (A) makes any payment or payments in respect of any Dissenting Stockholder shall Shares in excess of the consideration that otherwise would have effectively withdrawn (been payable in respect of such shares in accordance with Section 262(kthis Agreement or (B) incurs any other costs or expenses, (including specifically, but without limitation, reasonable attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (excluding payments for such shares) (to the DGCL) or lost the right to dissent, then extent remaining payable as of the later of the Effective Time or the occurrence of such eventClosing Date, together, the shares of Company Capital Stock held by such “Dissenting Stockholder Share Payments”), Parent shall be converted into and represent entitled to recover under the right to receive the applicable portion terms of the Merger Consideration pursuant to Section 2.6Article VIII hereof.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by the stockholders of the DGCL, such shares of Company Capital Stock shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stockwho, in accordance with Section 262 of the DGCLDGCL (the “Appraisal Rights Provisions”), unless (i) have not voted in favor of adopting this Agreement or consented thereto in writing, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with the Appraisal Rights Provisions, and until (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Stockholders”), will not be converted into the Merger Consideration, 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 each holder of such shares (the “Dissenting Shares”) shall cease to have any rights with respect thereto, other than such rights to be paid the fair value of such Dissenting Stockholder withdraws (Shares provided under the Appraisal Rights Provisions; provided, however, that all shares of Common Stock held by the stockholders of the Company who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been cancelled and to have been converted, as of the Effective Time, into the right to receive the Merger Consideration relating thereto, without interest, upon surrender of the Certificate or Certificates that formerly evidenced such shares of Common Stock or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, in each case in accordance with Section 262(k3.04. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time). (b) The Company shall give Parent and AcquisitionCo (i) prompt notice of any demands received by the Company for the exercise of appraisal rights with respect to shares of Common Stock, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL) or effectively loses the right to dissent. Neither DGCL and received by the Company nor and (ii) the Surviving Corporation shallopportunity to direct and control all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentAcquisitionCo, voluntarily make any payment with respect to, or settle or offer to settle, any such demand demands for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock appraisal. Parent and AcquisitionCo shall keep the Company shall give Parent notice thereof and Parent shall have (including the right Special Committee) informed on a reasonably current basis as to participate at its own expense in all developments regarding negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6demands for appraisal.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrarycontrary and unless otherwise provided by applicable Law, if any Dissenting Stockholder shall demand each share of Bluegreen Common Stock which is issued and outstanding immediately prior to be paid the Effective Time and which is owned by a shareholder who, pursuant to Sections 13.01-13.31 of the MBCA, duly and validly exercises and perfects his, her or its appraisal rights with respect to his, her or its shares of Bluegreen Common Stock (the “fair value” of such Dissenting Stockholder’s shares of Company Capital StockShares”), as provided in Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into the right to receive, or be exchangeable for, the Merger Consideration, but, instead, the holder thereof, with respect to such Dissenting Shares, shall be entitled to payment in cash from the Surviving Corporation of the appraised value of the Dissenting Shares in accordance with the provisions of Sections 13.01-13.31 of the MBCA. If any such holder shall have failed to duly and validly exercise or perfect or shall have effectively withdrawn or lost such appraisal rights, each share of Bluegreen Common Stock of such holder as to which appraisal rights were not duly and validly exercised or perfected, or were effectively withdrawn or lost, shall not be deemed a Dissenting Share and shall automatically be converted into and shall thereafter be exchangeable only for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2Agreement. (b) Bluegreen will provide BFC and shall entitle such Dissenting Stockholder only to payment Woodbridge (i) prompt notice of the fair value any written demands received by Bluegreen for appraisal of shares of Bluegreen Common Stock, attempted withdrawals of such shares of Company Capital Stockdemands and any other instruments served on and received by Bluegreen pursuant to the MBCA, and (ii) the opportunity to participate in accordance and direct all negotiations and proceedings with Section 262 of respect to any demands for appraisal under the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissentMBCA. Neither the Company nor the Surviving Corporation shallBluegreen shall not, except with the prior written consent of ParentBFC or Woodbridge, voluntarily make any payment with respect toto any demands for appraisal, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle any such demands. If , or approve any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) withdrawal of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of any such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6demands.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital StockCommon Stock that are outstanding immediately prior to the Effective Time and that are held by a stockholder (a “Dissenting Stockholder”) who is entitled to demand, as provided and who properly demands, appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL, such shares of Company Capital Stock DGCL shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration. No Dissenting Stockholder shall be entitled to any Merger Consideration (except as provided in this Section 3.2) and shall entitle respect of such Dissenting Shares unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to seek appraisal of its Dissenting Shares under the DGCL, and any Dissenting Stockholder shall be entitled to receive only to the payment of the fair value of such shares of Company Capital Stock, in accordance with provided by Section 262 of the DGCL, unless and until DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) shall have failed properly to perfect or shall have effectively loses withdrawn or lost the right to dissentseek appraisal with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be treated as though such Dissenting Shares had been converted into the Merger Consideration pursuant to Section 1.14. Neither The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands and any other instruments served pursuant to applicable Law received by the Company nor relating to stockholders’ rights of appraisal and (ii) the Surviving Corporation shallopportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect toto any demands for appraisals of Dissenting Shares, offer to settle or settle or offer to settle, any such demand for payment demands or approve any withdrawal of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if any Shares (the "Dissenting Stockholder shall demand Shares") that are issued and outstanding immediately prior to be paid the “fair value” Effective Time and which are held by stock holders who did not vote in favor of such Dissenting Stockholder’s shares the Merger and who comply with all of Company Capital Stock, as provided in the relevant provisions of Section 262 of the DGCL, such shares of Company Capital Stock DGCL (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of the DGCLConsideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder withdraws (in accordance shall have failed to perfect or shall have effectively with Section 262(k) of the DGCL) drawn or effectively loses lost such right, such holder's Shares shall thereupon be converted into and become exchangeable for the right to dissentreceive, as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demandspayment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares had been converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.62.1(c).

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the DGCL, such shares of Company Capital Stock who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Common Stock in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (such shares, “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such Dissenting Stockholder stockholder fails to perfect or withdraws (in accordance with Section 262(k) or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the DGCL) Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such Dissenting Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to dissent. Neither receive the Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 1.6, of the Company nor Certificate or Company Certificates that formerly evidenced such Dissenting Shares. (b) Prior to the Surviving Corporation shallClosing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital StockCommon 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, as provided and who complies in all respects with, Section 262 of the DGCLDGCL (“Section 262”) (such shares, such shares of Company Capital Stock “Appraisal Shares”) shall not be converted into or exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(c), but instead, at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, shall be canceled and retired and shall cease to exist and shall represent the right to receive only those rights provided under Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to receive those rights under and to be paid such consideration as is determined pursuant to Section 262, shall cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and shall represent only the right to receive, the Merger Consideration as provided in Section 2.01(c). If the Surviving Corporation makes any payment after the Effective Time with respect to Appraisal Shares to the holders thereof pursuant to such holders’ appraisal rights under Section 262 or otherwise has funded amounts into the Exchange Fund in respect of such Appraisal Shares, then any portion of the Merger Consideration (except as provided relating to such Appraisal Shares held in this Section 3.2) and the Exchange Fund shall entitle such Dissenting Stockholder only be delivered by the Paying Agent to payment the Surviving Corporation upon demand. The Company shall give prompt notice to Parent of any demands received by the fair value Company for appraisal of such any shares of Company Capital Common Stock, in accordance with Section 262 any withdrawals of any such demands or any other instruments or notices served pursuant to the DGCL or otherwise and received by the Company relating to the rights of appraisal of the DGCLholders of shares of Company Common Stock, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses Parent shall have the right to dissentparticipate in all negotiations and Proceedings with respect to such demands. Neither the The Company nor the Surviving Corporation shallshall not, except with the prior written consent of Parent, voluntarily (i) make any payment with respect toto any such demand, (ii) offer to settle or settle or offer to settle, any such demand or (iii) waive any failure to timely deliver a written demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right appraisal or timely take any other action to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (perfect appraisal rights in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. Notwithstanding anything in any other provision of this Agreement to the contrary, if any Dissenting share of Common Stock that is outstanding immediately prior to the Effective Time and that is held by a Stockholder who has not voted in favor of the Merger or consented thereto in writing (and is otherwise entitled, by contract or Law, to vote thereon) or executed an enforceable waiver of appraisal rights to the extent permitted by applicable Law, and who has validly and properly exercised appraisal rights under Section 262 of the DGCL as of the Effective Time in order to preserve such rights, shall demand not be converted into or represent the right to be paid receive the “fair value” Common Stock Per Share Merger Consideration, or any portion thereof. Such share of such Dissenting Stockholder’s shares of Company Capital StockCommon Stock shall represent only the right to receive payment from the Surviving Corporation with respect thereto, as provided in Section 262 of the DGCL, unless and until the holder of any such shares share of Company Capital Common Stock shall not have failed to perfect or shall have effectively withdrawn or otherwise lost his, her or its right to appraisal of such share of Common Stock and payment under the DGCL, in which case such share of Common Stock shall thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value receive, upon surrender of such shares Certificate and delivery of Company Capital Stocka duly executed Letter of Transmittal in accordance with Section 2.04, the Common Stock Per Share Merger Consideration, without any interest thereon, in accordance with Section 262 this Agreement. From and after the Effective Time, no Stockholder who has demanded appraisal rights shall be entitled to vote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares of Common Stock. Shares of Common Stock for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, are referred to herein as “Dissenting Shares.” The Company shall give Parent (a) prompt (and in any event, within one (1) Business Day after receiving) notice and a copy of any demands, withdrawals or attempted withdrawals received by the DGCLCompany for appraisal of any share of Common Stock pursuant to the DGCL and (b) prior to the Effective Time, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses Parent shall have the right to dissentcontrol any negotiations and proceedings with respect to such demands. Neither the The Company nor the Surviving Corporation shallshall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the DGCL, Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such shares of Company Capital Common Stock shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of the DGCL, unless DGCL and until such Dissenting Stockholder withdraws (in accordance otherwise complied with Section 262(k) all of the DGCLprovisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Company Dissenting Shares”) or effectively loses shall be canceled, cease to exist, represent the right to dissentreceive only those rights provided by Section 262 of the DGCL and not be converted into, and such stockholders shall have no right to receive, the Transaction Consideration. Neither Any holder of Company Dissenting Shares who, after the Effective Time, fails to perfect or effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted his, her or its shares of Company Common Stock, as of the Effective Time, into the right to receive the Transaction Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.01(b)(iv), of the Certificate or Certificates that formerly evidenced such shares. (b) Prior to the Closing, the Company nor shall give BAC (i) prompt notice (and in any event within two (2) Business Days) of any demands for appraisal received by the Surviving Corporation shallCompany and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentBAC (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demands or waive any failure to timely deliver a written demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and appraisal or otherwise comply with the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with provisions under Section 262(k) 262 of the DGCL) , or lost the right agree or commit to dissent, then as do any of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6foregoing.

Appraisal Rights. (a) Notwithstanding anything in any provisions of this Agreement to the contrary, if any Dissenting Stockholder shall shares of Company Capital Stock held by a holder who has demanded and perfected such demand to be paid the “fair value” for appraisal of such Dissenting Stockholderholder’s shares of Company Capital Stock, as provided in Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of the DGCLDGCL and/or, unless if applicable by virtue of Section 2115 of the CCC, Chapter 1300 et. seq. of the CCC, and until as of the Closing has neither effectively withdrawn nor lost such holder’s right to such appraisal (the “Dissenting Shares”) shall not be converted into the applicable Merger Consideration, but shall be entitled to only such rights as are granted by the DGCL or the CCC. Parent shall be entitled to retain any Merger Consideration not paid on account of such Dissenting Stockholder withdraws (in accordance with Section 262(k) Shares pending resolution of the DGCLclaims of such holders, and the Non-Dissenting Stockholders shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such holder’s shares under the DGCL or the CCC, as applicable, shall effectively loses withdraw or lose (through the failure to perfect or otherwise) such holder’s right to appraisal, then as of the Closing or the occurrence of such event, whichever later occurs, such holder’s shares of Company Capital Stock shall automatically be converted into the right to dissentreceive the applicable Merger Consideration, if any, without interest thereon, promptly following the surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) The Company shall give Parent: (i) prompt notice of any demands for appraisal of shares of Company Capital Stock received by the Company, withdrawals of any demands, and any other instruments served pursuant to the DGCL or the CCC, as applicable, and received by the Company; and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal. Neither the The Company nor the Surviving Corporation shallshall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand demands for payment appraisal of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right or offer to participate at its own expense in all negotiations and proceedings with respect to settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) demands other than by operation of the DGCL) law or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6a final Order of a court of competent jurisdiction.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by holders of the DGCL, such shares of Company Capital Common Stock who have properly exercised dissenter’s rights with respect thereto (“Dissenting Shares”) in accordance with Sections 14-2-1321 and 14-2-1323 of the GBCC, shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in Purchase Price pursuant to this Section 3.2) Article 1, and shall entitle holders of such Dissenting Stockholder only Shares shall be entitled to receive payment of the fair value of such shares of Company Capital Stock, Dissenting Shares in accordance with Section 262 the provisions of Article 13 of the DGCL, GBCC unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) holders fail to perfect or effectively loses withdraw or otherwise lose their rights to demand payment under the GBCC. (b) Notwithstanding the provisions of Section 1.8(a), if after the Effective Time any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) the right to dissent. Neither appraisal, then, as of the occurrence of such event, such holder’s shares of Company Common Stock shall automatically be converted into and represent only the right to receive the Purchase Price with respect to such shares pursuant to this Article 1, without interest thereon, upon surrender of the Company nor Stock Certificate(s) representing such shares. (c) The Company shall give SafeNet prompt notice of any written demands for appraisal with respect to any shares of Company Common Stock, withdrawals of such demands, and any other instruments served pursuant to the Surviving Corporation shallGBCC (including without limitation instruments concerning appraisal or dissenters’ rights) and received by the Company prior to the Effective Time. The Company shall not, except with the prior written consent of ParentSafeNet, voluntarily make any payment with respect to, or settle or offer to settle, any such demand demands for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings appraisal with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Common Stock held by or offer to settle any such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6demands.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 Common Stock that are outstanding immediately prior to the Effective Time and following the Conversion Effective Time and that are held by stockholders of the DGCL, such shares of Company Capital Stock who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Stock in accordance with Section 262 of the DGCL, unless DGCL and until such Dissenting Stockholder withdraws (in accordance otherwise complied with Section 262(k) all of the DGCLprovisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”) or effectively loses shall be cancelled, cease to exist, represent the right to dissentreceive only those rights provided by Section 262 of the DGCL and not be converted into, and such stockholders shall have no right to receive, the Transaction Consideration. Neither Any holder of Dissenting Shares who, after the Effective Time, fails to perfect or effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted his, her or its shares of Company Common Stock, as of the Effective Time, into the right to receive the Transaction Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.01(c), of the Certificate or Certificates that formerly evidenced such shares. (b) Prior to the Closing, the Company nor shall give GAMC (i) prompt notice (and in any event within two (2) Business Days) of any demands for appraisal received by the Surviving Corporation shallCompany and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentGAMC (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demands or waive any failure to timely deliver a written demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and appraisal or otherwise comply with the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with provisions under Section 262(k) 262 of the DGCL) , or lost the right agree or commit to dissent, then as do any of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6foregoing.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, if any Dissenting Stockholder shall demand contrary and to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of extent available under the DGCL, such shares Company Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company Capital Stock who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Shares in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, any of the Aggregate Consideration unless and until such Dissenting Stockholder stockholder fails to perfect or withdraws (in accordance with Section 262(k) or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the DGCL) Company who fails to perfect or who effectively loses withdraws or otherwise losses his, her or its rights to appraisal of such Company Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to dissent. Neither receive the Merger Consideration, without any interest thereon, upon (i) surrender of a Certificate (or affidavit of loss in lieu thereof in the form required by the Letter of Transmittal), together with the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Company nor or (ii) delivery of an “agent’s message” in the Surviving Corporation shallcase of Company Common Stock held in book-entry form, together with the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Company. (b) Prior to the Closing, the Company shall give AHAC prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands. The Company shall not, except with the prior written consent of ParentAHAC (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 Common Stock and Company Preferred Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the DGCL, such shares of Company Capital Stock who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Common Stock or Company Preferred Stock in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the applicable Per Share Merger Consideration unless and until such Dissenting Stockholder stockholder fails to perfect or withdraws (in accordance with Section 262(k) or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the DGCL) Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock or Company Preferred Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to dissent. Neither receive the applicable Per Share Merger Consideration, without any interest thereon, upon surrender, in the manner provided in this Article III, of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock or Company Preferred Stock (as the case may be). (b) Prior to the Closing, the Company nor shall give Kensington (i) prompt notice of any demands for appraisal received by the Surviving Corporation shallCompany and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentKensington (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 Common Stock and Company Preferred Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the DGCL, such shares of Company Capital Stock who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Common Stock or Company Preferred Stock in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, the Merger Consideration unless and until such Dissenting Stockholder stockholder fails to perfect or withdraws (in accordance with Section 262(k) or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the DGCL) Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock or Company Preferred Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to dissent. Neither receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.01(b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock or Company Preferred Stock (as the case may be). (b) Prior to the Closing, the Company nor shall give SPAC (i) prompt notice of any demands for appraisal received by the Surviving Corporation shallCompany and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentSPAC (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the DGCL, such shares of Company Capital Stock who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Common Stock in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration, unless and until such Dissenting Stockholder stockholder fails to perfect or withdraws (in accordance with Section 262(k) or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the DGCL) Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to dissent. Neither receive the Per Share Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.01(b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. (b) Prior to the Closing, the Company nor shall give GigCapital2 (i) prompt notice of any demands for appraisal received by the Surviving Corporation shallCompany and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentGigCapital2 (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, if any shares (the "Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 Shares") of the DGCL, such shares of Company Capital Seller Common Stock shall not be converted into or exchangeable for that are issued and outstanding immediately prior to the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) Effective Time and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stockthat are held by Seller Stockholders who, in accordance with Section 262 of the DGCLDGCL (the "Appraisal Rights Provisions"), unless (i) have not voted in favor of adopting this Agreement nor have, if then permitted, consented thereto in writing, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with the Appraisal Rights Provisions and until such are entitled to appraisal rights thereunder, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the "Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses Stockholders"), will not be converted into the right to dissentreceive the Merger Consideration, 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 who effectively shall have withdrawn or lost their rights to appraisal of such shares of Seller Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been cancelled and to have been converted, as of the Effective Time, into the right to receive the Merger Consideration relating thereto, without interest, in the manner provided in Sections 2.1 and 2.2. (b) Seller shall give Buyer and Merger Sub prompt notice of any demands received by Seller for the exercise of appraisal rights with respect to shares of Seller Common Stock, and Buyer shall have the right to participate in all negotiations and proceedings with respect to such demands. Neither the Company nor the Surviving Corporation shallSeller shall not, except with the prior written consent of ParentBuyer, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, if any Dissenting Stockholder shall demand contrary and to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of extent available under the DGCL, such shares of Company Capital Stock Holdco capital stock that are outstanding immediately prior to the First Effective Time and that are held by stockholders of Holdco or owned by persons who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the First Merger Consideration (except as provided in this Section 3.2) nor consented thereto and who shall entitle have demanded properly appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Holdco Common Stock in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights shall not be converted into, and such stockholders or other applicable persons shall have no right to receive, the applicable Per Share Merger Consideration unless and until such Dissenting Stockholder stockholder or other applicable person fails to perfect or withdraws (or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of Holdco or other applicable person owning Holdco shares who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Holdco Common Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the First Effective Time, the right to receive the applicable Per Share Merger Consideration, without any interest thereon, in accordance with the procedure set forth in Section 262(k3.03(b). (b) Prior to the Closing, Holdco shall give Pubco (i) prompt notice of any demands for appraisal received by Xxxxxx and any withdrawals of such demands, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shallHoldco shall not, except with the prior written consent of ParentPubco (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the DGCL, such shares of Company Capital Stock who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Common Stock in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (such shares, “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such Dissenting Stockholder stockholder fails to perfect or withdraws (in accordance with Section 262(k) or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the DGCL) Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such Dissenting Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to dissent. Neither receive the Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 1.7, of the Company nor Certificates that formerly evidenced such Dissenting Shares. (b) Prior to the Surviving Corporation shallClosing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. Notwithstanding anything in this Agreement Each share of Common Stock that is issued and outstanding immediately prior to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) Effective Time and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stockis held by a Person who, in accordance with Section 262 of the DGCL, (i) has not voted in favor of the Merger or consented thereto in writing or executed an enforceable waiver of appraisal rights (whether before or after the date of this Agreement) and (ii) has properly demanded appraisal of such share of Common Stock, and not effectively withdrawn, lost or failed to perfect their rights to appraisal, will not, at the Effective Time, be converted into the right to receive any portion of the Stock Consideration and instead will be cancelled and retired and shall cease to exist and shall represent only the right to receive payment from the Surviving Corporation with respect thereto as provided by the DGCL, unless and until the holder of any such Dissenting Stockholder withdraws (share has failed to perfect or has effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, in which case such share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate in accordance with Article I, without interest, in accordance with this Agreement, the Stock Consideration. From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time). Any shares of Common Stock for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, in each case, in accordance with this Section 262(k) of 1.09 and the DGCL) or effectively loses , are referred to in this Agreement as “Dissenting Shares.” The Company will give Buyer prompt notice of any demands for appraisal received by the Company, including any Stockholder’s notice of their intent to demand payment pursuant to the DGCL that the Company receives, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company. Buyer will have the right to dissent. Neither participate in all negotiations and proceedings with respect to such demands; provided, that the Company nor the Surviving Corporation shallshall direct all such negotiations and proceedings. The Company shall not, except with the prior written consent of ParentBuyer (which consent, as long as the consideration that would otherwise be payable hereunder with respect to Dissenting Shares (assuming such shares were not Dissenting Shares) is not more than three percent (3%) of the Estimated Merger Consideration (or if not yet available, Buyer’s good faith estimate thereof), shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or to any demands for appraisal of settle or offer to settle, settle any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6demand.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, if but only to the extent required by the DGCL, any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital StockStock outstanding immediately prior to the Effective Time held by any holder who has not voted in favor of the Merger and is otherwise entitled to demand, as provided and who properly demands, to receive payment of the fair value for such shares of Capital Stock in accordance with Section 262 of the DGCLDGCL (such shares, such shares of Company Capital Stock “Dissenting Shares”) shall not be converted pursuant to Section 2.6 into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle unless such Dissenting Stockholder only 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. If, after the Effective Time, such holder fails to perfect or loses its right to demand or receive such payment, such shares of Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive Merger Consideration, without interest thereon, pursuant to Section 2.6. (b) The Company Capital Stock(or, in accordance with after Closing, the Securityholder Representative) shall give Buyer (i) prompt notice and a copy of any notice of a Stockholder’s demand for payment or objection to the Merger, of any request to withdraw a demand for payment and of any other instrument delivered to it pursuant to Section 262 of the DGCL, unless DGCL and until such Dissenting Stockholder withdraws (in accordance with Section 262(kii) of the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right opportunity to participate at its own Buyer’s sole expense in all negotiations and proceedings with respect to such demands, objections and requests. After Closing, the Securityholder Representative shall control all proceedings with respect to the foregoing on behalf of the Company; provided, however, that except with the prior written consent of Buyer which consent shall not be unreasonably withheld, delayed or conditioned, the Company (or, after Closing, the Securityholder Representative) shall not make any payment with respect to any such demands. If , objections and requests and shall not settle (or offer to settle) any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) such demands, objections and requests or approve any withdrawal of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6same.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall shares of Common Stock or Preferred Stock (the "SHARES") that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand to be paid the “fair value” and properly demands appraisal of such Dissenting Stockholder’s shares pursuant to, and who complies in all respects with, the provisions of Company Capital Stock, as provided in Section 262 of the DGCLDGCL (the "DISSENTING STOCKHOLDERS"), such shares of Company Capital Stock shall not be converted into or be exchangeable for the right to receive any portion of the Merger Consideration consideration (except as provided in this Section 3.2) and the "DISSENTING SHARES"), but instead such holder shall entitle such Dissenting Stockholder only be entitled to payment of the fair value of such shares Shares in accordance with the provisions of Company Capital StockSection 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable Merger Consideration Payments for each such Share, in accordance with Section 262 3.1(c), without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the The Company nor the Surviving Corporation shallshall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demand for payment of fair value of a payment. (b) If the Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn Shares represent more than five percent (in accordance with Section 262(k5%) of the DGCL) or lost outstanding Shares of Company Stock (the right to dissentexcess being the "EXCESS SHARES"), then as an adjustment shall be made to the relative proportion of cash and Shares of Parent Common Stock in the Initial Merger Consideration Amount such that the amount of shares of Parent Common Stock will be increased and the amount of cash will be decreased by the amount of cash that would have been paid on account of the later of Excess Shares had those shares received all cash in the Effective Time or transaction (to the occurrence of extent such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right were entitled to receive the applicable a portion of the Initial Merger Consideration Amount pursuant to Section 2.6the terms of this Agreement), with such adjustment being reflected in the final Allocations Spreadsheet.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital StockCommon Stock held by a holder thereof that (i) has not voted in favor of the Company Merger or consented to the Company Merger in writing and (ii) has properly demanded the appraisal of such shares in accordance with, as provided and has complied in all respects with, Section 262 of the DGCLDGCL (and shall have not properly revoked such demand) prior to the Effective Time (collectively, such shares of the “Company Capital Stock Dissenting Shares”) shall not be converted into or exchangeable for as described in Section 2.1(d), but will from and after the Effective Time constitute only the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Common Stock in accordance with the provisions of Section 262 of the DGCLDGCL (the “Appraisal Rights Provisions”); provided, unless however, that all shares of Company Common Stock held by holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Company Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been canceled and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) to have been converted, as of the DGCL) or effectively loses Effective Time, into the right to dissent. Neither receive, and shall thereupon be deemed to be Eligible Shares the holder of which is entitled to receive, the Company nor Merger Consideration, without interest, in the Surviving Corporation shallmanner provided in Section 2.1. The Company shall promptly notify Parent in writing of any demands received by the Company for the exercise of appraisal rights with respect to shares of Company Common Stock, withdrawals of such demands and all other instruments served or actions taken pursuant to the DGCL and received by the Company with respect to Appraisal Rights Provisions, and Parent shall have the right to direct and control all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for demands. (b) Notwithstanding anything in this Agreement to the contrary, any shares of Hospitality Class B Common Stock or Hospitality Preferred Stock held by a holder thereof that (i) has not voted in favor of the Hospitality Merger or consented to the Hospitality Merger in writing and (ii) has demanded the appraisal of such shares in accordance with, and has complied in all respects with, Section 262 of the DGCL (and shall not have properly revoked such demand) prior to the Effective Time (collectively, the “Hospitality Dissenting Shares” and, together with the Company Dissenting Shares, the “Dissenting Shares”) shall not be converted as described in Section 2.2(d), but will from and after the Effective Time constitute only the right to receive payment of the fair value of a Dissenting Stockholder’s such shares or Hospitality Class B Common Stock in accordance with the Appraisal Rights Provisions; provided, however, that (x) all shares of Company Capital Hospitality Class B Common Stock held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Hospitality Class B Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been canceled and to have been converted, as of the Company Effective Time, into the right to receive, and shall give thereupon be deemed to be Eligible Shares the holder of which is entitled to receive, the Hospitality Merger Consideration without interest, in the manner provided in Section 2.2. Hospitality shall promptly notify Parent notice thereof in writing of any demands received by Hospitality for the exercise of appraisal rights with respect to shares of Hospitality Class B Common Stock, withdrawals of such demands and all other instruments served or actions taken pursuant to the DGCL and received by Hospitality with respect to the Appraisal Rights Provisions, and Parent shall have the right to participate at its own expense in direct and control all negotiations and proceedings with respect to such demands. Hospitality shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. Notwithstanding anything In accordance with Sections 302A.471 and 302A.473 of the MBCA, dissenters’ rights shall be available to holders of Company Common Stock in connection with the Merger. As a result, notwithstanding Section 2.01 of this Agreement to the contraryAgreement, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital StockCommon Stock issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly exercised his or her demand for dissenters’ rights under, as provided and complies in Section 262 all material respects with, Sections 302A.471 and 302A.473 of the DGCL, such shares of Company Capital Stock MBCA (the “Dissenting Shares”) shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and of the Effective Time, but the holders of Dissenting Shares shall entitle such Dissenting Stockholder only be entitled to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 the provisions of Sections 302A.471 and 302A.473 of the DGCLMBCA; provided however, unless and until that if any such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) holder shall have failed to perfect or otherwise shall effectively loses waive, withdraw or lose the right to dissenta court determination of the fair value and payment under the MBCA or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Sections 302A.471 and 302A.473 of the MBCA, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Sections 302A.471 and 302A.473 of the MBCA shall cease to exist and such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive, without interest, the Merger Consideration and such shares shall be deemed not be Dissenting Shares. Neither The Company shall give Parent (a) prompt notice of any notices or demands of payment for shares of Company Common Stock received by the Company nor and (b) the Surviving Corporation shallopportunity to participate in all negotiations and proceedings with respect to such notices or demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or offer to settle, otherwise negotiate any such demand demands for appraisal or payment of fair value of a Dissenting Stockholder’s for shares of Company Capital Stock and Common Stock. Notwithstanding anything to the Company shall give Parent notice thereof and Parent shall have contrary contained in this Section 2.07, if this Agreement is terminated prior to the Effective Time, then the right of any holders of Dissenting Shares to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of be paid the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence fair market value of such event, the shares of Company Capital Stock held by such holder’s Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration Shares pursuant to Section 2.6the MBCA shall cease.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital StockCommon Stock (the “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, as provided and who complies in all respects with, the provisions of Section 262 of the DGCLDGCL (all such stockholders, such shares of Company Capital Stock the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and Consideration, but instead such holder shall entitle such Dissenting Stockholder only be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively waived, withdrawn or lost rights to appraisal under the DGCL (or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL). If any Dissenting Stockholder shall have failed to perfect or shall have effectively waived, withdrawn or lost such right (or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL), such holder’s shares of Company Capital Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such share of Company Common Stock, in accordance with Section 262 2.1(c), without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the The Company nor the Surviving Corporation shallshall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle 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 fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) 262 of the DGCL) DGCL to perfect or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable demand appraisal. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.62.2 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 contrarycontrary and unless otherwise provided by applicable Law, if each share of CVBK Common Stock which is issued and outstanding immediately prior to the Effective Time and which is owned by a shareholder who (i) shall not have voted or caused or permitted any Dissenting Stockholder shall demand of his shares to be paid voted in favor of the Merger, and (ii) pursuant to Section 13.1-729 et seq. of the VSCA, duly and validly exercises and perfects his, her or its appraisal rights with respect to his, her or its shares of CVBK Common Stock (the “fair value” of such Dissenting Stockholder’s shares of Company Capital StockShares”), as provided in Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into the right to receive the Merger Consideration, but, instead, the holder thereof, with respect to such Dissenting Shares, shall be entitled to payment in cash from the Surviving Corporation of the appraised value of the Dissenting Shares in accordance with the provisions of the VSCA. If any such holder shall have failed to duly and validly exercise or perfect or shall have effectively withdrawn or lost such appraisal rights, each share of CVBK Common Stock of such holder as to which appraisal rights were not duly and validly exercised or perfected, or were effectively withdrawn or lost, shall not be deemed a Dissenting Share and shall automatically be converted into and shall thereafter be exchangeable only for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2Agreement. (b) and shall entitle such Dissenting Stockholder only to payment CVBK will provide CFFI (i) prompt notice of the fair value any written demands received by CVBK for appraisal of shares of CVBK Common Stock, attempted withdrawals of such shares of Company Capital Stockdemands and any other instruments served on and received by CVBK pursuant to the VSCA, and (ii) the opportunity to participate in accordance and direct all negotiations and proceedings with Section 262 of respect to any demands for appraisal under the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissentVSCA. Neither the Company nor the Surviving Corporation shallCVBK shall not, except with the prior written consent of ParentCFFI, voluntarily make any payment with respect toto any demands for appraisal, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle any such demands. If , or approve any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) withdrawal of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of any such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6demands.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, if any Dissenting Stockholder shall demand contrary and to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of extent available under the DGCL, such shares of Company Capital Stock shall not be converted into or exchangeable for that are outstanding immediately prior to the right to receive any portion Effective Time and that are held by stockholders of the Merger Consideration (except as provided Company who shall have neither voted in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment favor of the fair value of Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal for such shares of Company Capital Stock, Stock in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (“Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, the consideration payable pursuant to Section 3.01(a)(ii) unless and until such Dissenting Stockholder stockholder fails to perfect or withdraws (in accordance with Section 262(k) or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the DGCL) Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to dissent. Neither receive the consideration payable pursuant to Section 3.01(a)(ii), without any interest thereon, upon surrender, if applicable, in the manner provided in Section 3.02(b), of the Certificate or Certificates that formerly evidenced such shares of Company Capital Stock (as the case may be). (b) Prior to the Closing, the Company nor shall give Apex (i) prompt notice of any demands for appraisal received by the Surviving Corporation shallCompany and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentApex (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL, such shares DGCL and otherwise complied with all of Company Capital Stock the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into into, and such stockholders shall have no right to receive, the Per Share Merger Consideration or exchangeable for the contingent right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) Earnout Shares, unless and shall entitle until such Dissenting Stockholder only stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the fair value Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Stock, in accordance with Common Stock under Section 262 of the DGCLDGCL shall thereupon be deemed to have been converted into, unless and until to have become exchangeable for, as of the Effective Time, the right to receive (i) the Per Share Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.01(a)(i), of the Certificate or Certificates that formerly evidenced such Dissenting Stockholder withdraws (shares of Company Common Stock, and a portion of the Merger Consideration Earnout Shares if, as and when payable in accordance with the provisions of Section 262(k3.07. (b) Prior to the Closing, the Company shall give Goldenstone (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL) or effectively loses the right to dissent. Neither the The Company nor the Surviving Corporation shallshall not, except with the prior written consent of ParentGoldenstone (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided IPC Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who have (a) not voted in Section 262 favor of the DGCLMerger or consented to it in writing, (b) exercised and perfected appraisal rights for such shares of Company Capital IPC Common Stock shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of the DGCL, unless DGCL and until such Dissenting Stockholder withdraws (in accordance with Section 262(kc) of the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have not effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right rights to dissent, then as of the later of the Effective Time or the occurrence of such eventappraisal (collectively, the shares of Company Capital Stock held by such “Dissenting Stockholder Shares”) shall not be converted into and or represent the right to receive the applicable portion per share amount of the Merger Consideration pursuant merger consideration described in Section 1.6 hereof attributable to such Dissenting Shares. At the Effective Time, all Dissenting Shares (i) shall be cancelled and shall cease to exist and (ii) shall represent the right to receive only those rights provided under the DGCL. If, after the Effective Time, any holder of Dissenting Shares fails to perfect or effectively withdraws or otherwise loses their appraisal rights under the DGCL, then (x) such Dissenting Shares shall be treated as if they had been converted into and become exchangeable for, as of the Effective Time, the right to receive the per share amount of the merger consideration attributable to such Dissenting Shares upon their surrender in the manner provided in Section 2.61.8 hereof and (y) such holder shall be entitled only to those rights granted under Section 262 of the DGCL. (b) IPC shall give the other Parties prompt written notice of any demands for appraisal under Section 262 of the DGCL by dissenting stockholders received by IPC, withdrawals of such demands and any other instruments served on IPC and any material correspondence received by IPC in connection with such demands.

Appraisal Rights. Notwithstanding anything in this Agreement Each share of Common Stock that is issued and outstanding immediately prior to the contraryEffective Time and is held by a Person who, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in accordance with Section 262 of the DGCL, (i) has not voted in favor of the Merger or consented thereto in writing or executed an enforceable waiver of appraisal rights (whether before or after the date of this Agreement) and (ii) has properly demanded appraisal of such shares share of Company Capital Stock shall Common Stock, and not effectively withdrawn, lost or failed to perfect their rights to appraisal, will not, at the Effective Time, be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except and instead will be cancelled and retired and shall cease to exist and shall represent only the right to receive payment from the Surviving Corporation with respect thereto as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of by the DGCL, unless and until the holder of any such Dissenting Stockholder withdraws (share has failed to perfect or has effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, in which case such share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shallARTICLE I, except with the prior written consent of Parentwithout interest, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with this Agreement, the Merger Consideration. From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time). Any shares of Common Stock for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, in each case, in accordance with this Section 262(k) of 1.09 and the DGCL) or lost , are referred to in this Agreement as “Dissenting Shares.” The Company will give Buyer prompt notice of any demands for appraisal received by the right Company, including any Stockholder’s notice of their intent to dissentdemand payment pursuant to the DGCL that the Company receives, then as of the later of the Effective Time or the occurrence withdrawals of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into demands and represent the right to receive the applicable portion of the Merger Consideration any other instruments served pursuant to Section 2.6the DGCL and received by the Company.

Appraisal Rights. Notwithstanding anything in ---------------- this Agreement to the contrary, if any Shares (the "Dissenting Stockholder shall demand Shares") that are issued and outstanding immediately prior to be paid the “fair value” Effective Time and which are held by stockholders who did not vote in favor of such Dissenting Stockholder’s shares the Merger and who comply with all of Company Capital Stock, as provided in the relevant provisions of Section 262 of the DGCL, such shares of Company Capital Stock DGCL (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of the DGCLConsideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) shall have failed to perfect or shall have effectively loses withdrawn or lost such right, such holder's Shares shall thereupon be converted into and become exchangeable for the right to dissentreceive, as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demandspayment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares had been converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.62.4(c).

Appraisal Rights. Notwithstanding anything in this Agreement Each share of Common Stock that is issued and outstanding immediately prior to the contraryEffective Time and is held by a Person who, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in accordance with Section 262 of the DGCLDGCL and Section 1313 of the CCC (if applicable), (i) has not voted in favor of the Merger or consented thereto in writing or executed an enforceable waiver of appraisal rights (whether before or after the date of this Agreement) and (ii) has properly demanded appraisal of such shares share of Company Capital Stock shall Common Stock, and not effectively withdrawn, lost or failed to perfect their rights to appraisal, will not, at the Effective Time, be converted into or exchangeable for the right to receive any portion of the Merger Stock Consideration (except and instead will be cancelled and retired and shall cease to exist and shall represent only the right to receive payment from the Surviving Corporation with respect thereto as provided by the DGCL and the CCC (if applicable), unless and until the holder of any such share has failed to perfect or has effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL and the CCC (if applicable), in this Section 3.2) and shall entitle which case such Dissenting Stockholder only to payment share will thereupon be deemed, as of the fair value Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such shares of Company Capital StockCertificate in accordance with ARTICLE I, without interest, in accordance with Section 262 this Agreement, the Stock Consideration. From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to Stockholders of record at a date prior to the DGCLEffective Time). Any shares of Common Stock for which appraisal rights have been properly exercised, unless and until such Dissenting Stockholder withdraws (not subsequently withdrawn, lost or failed to be perfected, in each case, in accordance with this Section 262(k1.09 and the DGCL and the CCC (if applicable), are referred to in this Agreement as “Dissenting Shares.” The Company will give Buyer prompt notice of any demands for appraisal received by the Company, including any Stockholder’s notice of their intent to demand payment pursuant to the DGCL and the CCC (if applicable) of the DGCL) or effectively loses the right to dissent. Neither that the Company nor receives, withdrawals of such demands and any other instruments served pursuant to the Surviving Corporation shallDGCL and the CCC (if applicable) and received by the Company. The Company shall not, except with the prior written consent of ParentBuyer, voluntarily make or agree to make any payment with respect toto any demands for appraisal of Common Stock, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a holder who (a) did not vote in favor of the Merger (or consent thereto in writing), (b) is entitled to demand and properly demands and perfects such holder’s right to appraisal and to be paid the “fair value” value of such Dissenting Stockholder’s shares pursuant to, and who complies in all respects with, the provisions of Company Capital Stock, as provided in Section 262 Sections 607.1302 et seq. of the DGCLFBCA and (c) has not effectively withdrawn or otherwise lost or forfeited such holder’s right to appraisal and payment under the FBCA (such shares, such shares of Company Capital Stock the “Dissenting Shares”), shall not be converted into or exchangeable exchanged for the Aggregate Merger Consideration (or the right to receive any portion such consideration), but instead the holder of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only Shares shall be entitled to payment of the fair value thereof in accordance with the provisions of Sections 607.1302 et seq. of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist or be outstanding, and such holder shall cease to have any right with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with Section 607.1302 et seq. of the FBCA). If any such holder of shares of Company Common Stock shall have failed to perfect such holder’s right to receive, or shall have effectively waived, withdrawn, lost or forfeited any right to demand or receive, the fair value of such shares of Company Capital StockCommon Stock under such provisions of the FBCA, then, such holder’s shares of Company Common Stock shall thereupon be deemed and treated as if they had, at the Effective Time, been converted into the right to receive the Aggregate Merger Consideration in accordance with Section 262 3.1(a), without any interest thereon and subject to any required Tax withholding. The Company shall give Parent (i) prompt notice of any written notices of any shareholder’s intent to demand payment or exercise appraisal rights in respect of any shares of Company Common Stock, withdrawals or attempted withdrawals of such notices and any other notices or instruments served pursuant to the FBCA and received by the Company relating to any attempted, purported or actual exercise of appraisal rights and (ii) the opportunity to participate in, direct and control all discussions, negotiations and proceedings with respect to the exercise of such appraisal rights under Section 607.1302 et seq. of the DGCLFBCA; provided, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right that prior to dissent. Neither Closing, the Company nor shall be afforded the opportunity to participate in any such discussions, negotiations and proceedings; provided further, that no settlements of any such claims shall be made by Parent at any time prior to Closing without the Company’s consent (such consent not to be unreasonably withheld, conditioned or delayed). The Company (or the Surviving Corporation shallEntity) shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demandsexercise of appraisal rights or demand for payment in connection therewith. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) Any portion of the DGCL) or lost ClosingAggregate Merger Consideration made available to the right Exchange Agent pursuant to dissent, then as of the later of the Effective Time or the occurrence of such event, the Section 3.3 to pay for shares of Company Capital Common Stock held by such Dissenting Stockholder for which appraisal rights have been perfected shall be converted into and represent the right returned to receive the applicable portion of the Merger Consideration pursuant to Section 2.6Parent upon demand.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, if but only to the extent required by the DGCL, any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock outstanding immediately prior to the Effective Time (other than Acquired Stock) held by any holder who has not voted in favor of the Merger and is otherwise entitled to demand, as provided and who properly demands, to receive payment of the fair value for such shares of Capital Stock in accordance with Section 262 of the DGCLDGCL (such shares, such shares of Company Capital Stock “Dissenting Shares”) shall not be converted pursuant to Section 2.7 into or exchangeable for the right to receive any portion of the Merger Transaction Consideration (except as provided in this Section 3.2) and shall entitle unless such Dissenting Stockholder only 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. If, after the Effective Time, such holder fails to perfect or loses its right to demand or receive such payment, such shares of Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive Transaction Consideration, without interest thereon, pursuant to Section 2.7. (b) The Company (or, after Closing, the Securityholder Representative) shall give Buyer (i) prompt notice and a copy of any notice of any demand for payment or objection to the Merger by a holder of Capital Stock (other than Acquired Stock), in accordance with of any request to withdraw a demand for payment and of any other notice or instrument delivered to it pursuant to Section 262 of the DGCL, unless DGCL and until such Dissenting Stockholder withdraws (in accordance with Section 262(kii) of the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right opportunity to participate at its own Buyer’s sole expense in all negotiations and proceedings with respect to such demands, objections and requests. After Closing, the Securityholder Representative shall control all proceedings with respect to the foregoing; provided that except with the prior written consent of Buyer which consent shall not be unreasonably withheld, delayed or conditioned, the Company (or, after Closing, the Securityholder Representative) shall not make any payment with respect to any such demands. If , objections and requests and shall not settle (or offer to settle) any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) such demands, objections and requests or approve any withdrawal of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6same.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if shares ("APPRAISAL SHARES") of Company Common Stock and Company Series D Preferred Stock that are outstanding immediately prior to the Effective Time and that are held by any Dissenting Stockholder shall demand person who is entitled to be paid the “fair value” demand, and who properly demands, appraisal of such Dissenting Stockholder’s shares of Company Capital StockAppraisal Shares pursuant to, as provided and who complies in all respects with, Section 262 of the DGCL, such shares of Company Capital Stock DGCL ("SECTION 262") shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.22.01(c) and in the case of Company Common Stock, or shall entitle such Dissenting Stockholder only not remain outstanding as provided in Section 2.01(d) in the case of Company Series D Preferred Stock, but rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such shares of Company Capital Stock, Appraisal Shares in accordance with Section 262 of the DGCL262; PROVIDED, unless and until HOWEVER, that if any such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) holder shall fail to perfect or effectively loses otherwise shall waive, withdraw or lose the right to dissentappraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration (but without interest thereon) as provided in Section 2.01(c) in the case of Company Common Stock, or shall remain outstanding as provided in Section 2.01(d) in the case of Company Series D Preferred Stock. Neither The Company shall serve prompt notice to Parent of any demands received by the Company nor for appraisal of any shares, and Parent shall have the Surviving Corporation shallright to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except with the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right demands, or agree to participate at its own expense in all negotiations and proceedings with respect to do any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement Each share of Capital Stock that is issued and outstanding immediately prior to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) Effective Time and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stockis held by a Person who, in accordance with Section 262 of the DGCL, (i) has not voted in favor of the Merger or consented thereto in writing or executed an enforceable waiver of appraisal rights (whether before or after the date of this Agreement) and (ii) has properly demanded appraisal of such share of Capital Stock, and not effectively withdrawn, lost or failed to perfect their rights to appraisal, will not, at the Effective Time, be converted into the right to receive any portion of the Stock Consideration and instead will be cancelled and retired and shall cease to exist and shall represent only the right to receive payment from the Surviving Corporation with respect thereto as provided by the DGCL, unless and until the holder of any such Dissenting Stockholder withdraws (share has failed to perfect or has effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, in which case such share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shallARTICLE I, except with the prior written consent of Parentwithout interest, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) this Agreement, the Stock Consideration. From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its shares of the DGCL) Capital Stock for any purpose or lost the right to dissentreceive payment of dividends or other distributions on his, then as her or its shares (except dividends or other distributions payable to Stockholders of the later of record at a date prior to the Effective Time or dividends that accrued thereon prior to the occurrence Effective Time). Any shares of Capital Stock for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, in each case, in accordance with this Section 1.08 and the DGCL, are referred to in this Agreement as “Dissenting Shares.” The Company will give Buyer prompt notice of any demands for appraisal received by the Company, including any Stockholder’s notice of their intent to demand payment pursuant to the DGCL that the Company receives, withdrawals of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into demands and represent the right to receive the applicable portion of the Merger Consideration any other instruments served pursuant to Section 2.6the DGCL and received by the Company.

Appraisal Rights. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, if any Dissenting Company Share (other than any Treasury Share) that is outstanding immediately prior to the First Effective Time and that is held by a Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of the DGCL, such shares of Company Capital Stock who shall not be converted into or exchangeable for the right to receive any portion have voted in favor of the Merger Consideration (except as provided or consented thereto in this Section 3.2) writing and who shall entitle have properly demanded appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Share in accordance with Section 262 of the DGCLDGCL (such Company Share, unless each a “Dissenting Share” and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such eventcollectively, the shares of Company Capital Stock held by such “Dissenting Stockholder Shares”) shall not be converted into and or represent the right to receive the applicable portion of the Final Merger Consideration payable pursuant to the terms of this Agreement. Such Stockholder shall instead be entitled to receive payment of the appraised value of each Dissenting Share owned by such Stockholder in accordance with the provisions of Section 262 of the DGCL, except that any Dissenting Share held by a Stockholder that shall have failed to perfect, or shall have effectively withdrawn or otherwise lost his, her or its rights to appraisal of such Dissenting Share under Section 262 of the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable, as of the First Effective Time, for the right to receive, without any interest thereon, the applicable portion of the consideration specified in Section 1.8 this Agreement, subject in all respects to the terms and conditions hereof. At the First Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect to such shares, except for the rights provided in Section 262 of the DGCL. (b) The Company shall provide Buyer with (i) prompt notice of any written demands for appraisal or purchase of any Company Shares, withdrawal of such demands and any other instruments or correspondence served pursuant to Section 2.6262 of the DGCL and received by the Company prior to the Closing which relate to any such demand for appraisal or purchase and (ii) the opportunity to participate in and direct all negotiations, proceedings and correspondence with respect to such demands for appraisal or purchase under Section 262 of the DGCL. Prior to the Closing, the Company (A) shall not make any voluntary payment with respect to any demands for appraisal or purchase of Company Shares, or any offer to settle any such demand, (B) shall not settle any such demands and (C) shall not make any offer to buy, or accept any offer to sell, any Company Shares, in each case, without the express written consent of Buyer, to be granted or withheld in its sole and absolute discretion.

Appraisal Rights. Notwithstanding anything Each issued and outstanding Company Share that is held by a Stockholder who has not voted in this Agreement favor of the Merger or consented thereto in writing or executed an enforceable waiver of appraisal rights to the contraryextent permitted by applicable Law and, if in the case of any Dissenting Stockholder shall demand Person required to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in have exercised appraisal rights under Section 262 of the DGCLDGCL as of the Effective Time of the Merger in order to preserve such rights, such shares of Company Capital Stock shall with respect to which appraisal rights under the DGCL have been properly exercised, will not be converted into or exchangeable for the right to receive any portion of the applicable Merger Consideration (except and will be converted into the right to receive payment from the Surviving Corporation with respect thereto as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of by the DGCL, unless and until the holder of any such Dissenting Stockholder withdraws (Company Share will have failed to perfect or will have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, in which case such Company Share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such certificate in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shall1.03, except with the prior written consent of Parenta portion, voluntarily make any payment with respect towithout interest, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissentthis Agreement, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant payable with respect to Section 2.6such Company Share. From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its Company Shares for any purpose or to receive payment of dividends or other distributions on his, her or its Company Shares (except dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time, or dividends that accrued thereon prior to the Effective Time). Company Shares for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, are referred to herein as “Dissenting Shares.”

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, if any Dissenting Stockholder shall demand contrary and to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of extent available under the DGCL, such shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Capital Stock in accordance with the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”) shall not be converted into into, and such stockholders shall have no right to receive, the Per Share Merger Consideration or exchangeable for the contingent right to receive any portion of the Stockholder Earnout Shares, unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Stock under the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive (i) the Per Share Merger Consideration (except as Consideration, without any interest thereon, upon surrender, in the manner provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment 3.1(b), of the fair value of Certificate or Certificates that formerly evidenced such shares of Company Capital Stock, and a portion of the Stockholder Earnout Shares if, as and when payable in accordance with the provisions of Section 262 3.7. (b) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the The Company nor the Surviving Corporation shallshall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a holder who (a) did not vote in favor of the Merger (or consent thereto in writing), (b) is entitled to demand and properly demands and perfects such holder’s right to appraisal and to be paid the “fair value” value of such Dissenting Stockholder’s shares pursuant to, and who complies in all respects with, the provisions of Company Capital Stock, as provided in Section 262 Sections 607.1302 et seq. of the DGCLFBCA and (c) has not effectively withdrawn or otherwise lost or forfeited such holder’s right to appraisal and payment under the FBCA (such shares, such shares of Company Capital Stock the “Dissenting Shares”), shall not be converted into or exchangeable exchanged for the Aggregate Merger Consideration (or the right to receive any portion such consideration), but instead the holder of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only Shares shall be entitled to payment of the fair value thereof in accordance with the provisions of Sections 607.1302 et seq. of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist or be outstanding, and such holder shall cease to have any right with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with Section 607.1302 et seq. of the FBCA). If any such holder of shares of Company Common Stock shall have failed to perfect such holder’s right to receive, or shall have effectively waived, withdrawn, lost or forfeited any right to demand or receive, the fair value of such shares of Company Capital StockCommon Stock under such provisions of the FBCA, then, such holder’s shares of Company Common Stock shall thereupon be deemed and treated as if they had, at the Effective Time, been converted into the right to receive the Aggregate Merger Consideration in accordance with Section 262 3.1(a), without any interest thereon and subject to any required Tax withholding. The Company shall give Parent (i) prompt notice of any written notices of any shareholder’s intent to demand payment or exercise appraisal rights in respect of any shares of Company Common Stock, withdrawals or attempted withdrawals of such notices and any other notices or instruments served pursuant to the FBCA and received by the Company relating to any attempted, purported or actual exercise of appraisal rights and (ii) the opportunity to participate in, direct and control all discussions, negotiations and proceedings with respect to the exercise of such appraisal rights under Section 607.1302 et seq. of the DGCLFBCA; provided, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right that prior to dissent. Neither Closing, the Company nor shall be afforded the opportunity to participate in any such discussions, negotiations and proceedings; provided further, that no settlements of any such claims shall be made by Parent at any time prior to Closing without the Company’s consent (such consent not to be unreasonably withheld, conditioned or delayed). The Company (or the Surviving Corporation shallEntity) shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demandsexercise of appraisal rights or demand for payment in connection therewith. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) Any portion of the DGCL) or lost Closing Merger Consideration made available to the right Exchange Agent pursuant to dissent, then as of the later of the Effective Time or the occurrence of such event, the Section 3.3 to pay for shares of Company Capital Common Stock held by such Dissenting Stockholder for which appraisal rights have been perfected shall be converted into and represent the right returned to receive the applicable portion of the Merger Consideration pursuant to Section 2.6Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall Company 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 to be paid and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Sections 14-2-1325 and 14-2-1327 of the GBCC (the “fair value” of such Dissenting Stockholder’s shares of Company Capital StockStockholders”), as provided in Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into or be exchangeable for the right to receive any portion of the Total Merger Consideration (except as provided in this Section 3.2) and the “Dissenting Shares”), but instead such holder shall entitle such Dissenting Stockholder only be entitled to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 the provisions of Article 13 of the DGCLGBCC (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 fair value of such Dissenting Shares in accordance with the provisions of Sections 14-2-1302 of the GBCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the GBCC. If any Dissenting Stockholder withdraws (in accordance with Section 262(k) shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of common stock of the DGCLCompany (the “Company Common Stock”) or effectively loses shall thereupon be treated as if they had been converted into and become exchangeable for the right to dissentreceive, as of the Effective Time, the Total Merger Consideration for each such share of Company Common Stock, without any interest thereon. Neither The Company shall give the Company nor the Surviving Corporation shall, except with the prior Owners (i) prompt notice of any written consent demands for appraisal of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the GBCC and received by the Company shall give Parent notice thereof relating to stockholders’ rights of appraisal, and Parent shall have (ii) the right opportunity to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of demands for appraisal under the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6GBCC.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, if any Dissenting Stockholder shall demand contrary and to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of extent available under the DGCL, such shares Company Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company Capital Stock who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Shares in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, any of the Merger Consideration unless and until such Dissenting Stockholder stockholder fails to perfect or withdraws (in accordance with Section 262(k) or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the DGCL) Company who fails to perfect or who effectively loses withdraws or otherwise losses his, her or its rights to appraisal of such Company Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to dissent. Neither receive the Merger Consideration, without any interest thereon, upon (i) surrender of a Certificate (or affidavit of loss in lieu thereof in the form required by the Letter of Transmittal), together with the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Company nor or (ii) delivery of an “agent’s message” in the Surviving Corporation shallcase of Company Common Stock held in book-entry form, together with the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Company. (b) Prior to the Closing, the Company shall give Xxxxxxx prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands. The Company shall not, except with the prior written consent of ParentCarmell (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting shares of VasculoMedics Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a VasculoMedics Stockholder shall who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand to be paid and properly demands appraisal of VasculoMedics Common Stock pursuant to, and who complies in all respects with, the provisions of the DGCL (the “fair value” of such Dissenting Stockholder’s shares of Company Capital StockHolders”), as provided in Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into or be exchangeable for the right to receive any portion of the applicable Merger Consideration (except as provided in this Section 3.2) and Consideration, but instead such Holder shall entitle such Dissenting Stockholder only be entitled to payment of the fair value of such shares of Company Capital Stock, VasculoMedics Common Stock (the “Dissenting Securities”) in accordance with Section 262 the provisions of the DGCL (and at the Effective Time, such Dissenting 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 fair value of such Dissenting Securities in accordance with the provisions of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL) . If any Dissenting Holder shall have failed to perfect or shall have effectively loses withdrawn or lost such right, such Holder’s shares of VasculoMedics Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to dissentreceive, as of the Effective Time, the applicable Merger Consideration for such Stock without any interest thereon. Neither VasculoMedics shall give Stratus: (i) prompt notice of any written demands for attempted withdrawals of such demands and any other instruments served pursuant to the Company nor DGCL, and (ii) the Surviving Corporation shallopportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. VasculoMedics, except with the prior written consent of ParentStratus, shall not voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6payment.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, if any Dissenting Stockholder shall demand contrary and to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of extent available under the DGCL, such shares Company Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company Capital Stock who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Shares in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, any of the Merger Consideration unless and until such Dissenting Stockholder stockholder fails to perfect or withdraws (in accordance with Section 262(k) or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the DGCL) Company who fails to perfect or who effectively loses withdraws or otherwise losses his, her or its rights to appraisal of such Company Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to dissent. Neither receive the Merger Consideration, without any interest thereon, upon (i) surrender of a Certificate (or affidavit of loss in lieu thereof in the form required by the Letter of Transmittal), together with the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Company nor or (ii) delivery of an “agent’s message” in the Surviving Corporation shallcase of Company Common Stock held in book-entry form, together with the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Company. (b) Prior to the Closing, the Company shall give ALPA prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands. The Company shall not, except with the prior written consent of ParentALPA (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand Shares that are issued and outstanding immediately prior to be paid the Effective Time and are held by a stockholder (each, a “fair value” of such Dissenting Stockholder”) who is entitled to exercise, and properly exercises, dissenter’s rights with respect to such shares pursuant to, and who complies in all respects with, the provisions of Company Capital Stock, as provided in Section 262 of the DGCLDGCL (collectively, such shares of Company Capital Stock the “Dissenting Shares”) shall not be converted into or exchangeable for or represent the right to receive any portion of the Merger Consideration (except as provided in this Section 3.23.04) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares Dissenting Shares as may be determined to be due to the holder of Company Capital Stock, such Dissenting Shares in accordance with Section 262 of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses (through failure to perfect or otherwise) the right to dissent. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demandsappraisal. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost (through failure to perfect or otherwise) the right to dissentappraisal, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock Dissenting Shares held by such Dissenting Stockholder shall be cancelled and converted into and represent the right to receive the applicable portion of receive, without any interest thereon, the Merger Consideration pursuant in accordance with Articles II and III hereof, less applicable withholding taxes, if any, required to Section 2.6be withheld. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time). The Company shall not, except with the prior written consent of Parent, voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or settle or offer to settle, or otherwise negotiate with, any Dissenting Stockholder regarding its exercise of dissenter’s rights prior to the Effective Time. The Company shall give Parent notice of any such demands prior to the Effective Time, and Parent shall have the right to participate in and control all negotiations and proceedings with respect to any exercise by any stockholder of dissenter’s rights.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid shares of Allied Common Stock (the “fair value” Allied Dissenting Shares”) that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not approve the Allied Consent and who is entitled to demand and properly demands appraisal of such Dissenting Stockholder’s shares pursuant to, and who complies in all respects with, the provisions of Company Capital Stock, as provided in Section 262 of the DGCLDGCL (the “Allied Dissenting Stockholders”), such shares of Company Capital Stock shall not be converted into or be exchangeable for the right to receive any portion of the Allied Per Share Merger Consideration (except as provided in this Section 3.2) and Consideration, but instead such holder shall entitle such Dissenting Stockholder only be entitled to payment of the fair value of such shares in accordance with the provisions of Company Capital StockSection 262 of the DGCL (and at the Effective Time, such Allied Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Allied Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Allied Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right with respect to any Allied Dissenting Shares, 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, the Allied Per Share Merger Consideration for each such share, in accordance with Section 262 of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL2.6(a) or effectively loses Section 2.6(b), as applicable, without any interest thereon. Allied shall give the right to dissent. Neither the Company nor the Surviving Corporation shall, except with the prior other Combining Companies prompt notice of any written consent of Parent, voluntarily make demands for appraisal for any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissentAllied Common Stock, then as of the later of the Effective Time or the occurrence attempted withdrawals of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into demands and represent the right to receive the applicable portion of the Merger Consideration any other instruments served pursuant to Section 2.6the DGCL and received by Allied relating to stockholders’ rights of appraisal.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall shares of Complete Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Complete Merger (or consent thereto in writing) and who is entitled to demand to be paid the “fair value” and properly demands appraisal of such Dissenting Stockholder’s shares pursuant to, and who complies in all respects with, the provisions of Company Capital Stock, as provided in Section 262 of the DGCLDGCL (the “Complete Dissenting Stockholders”), such shares of Company Capital Stock shall not be converted into or be exchangeable for the right to receive any portion of the Complete Per Share Merger Consideration (except as provided in this Section 3.2) and the “Complete Dissenting Shares”), but instead such holder shall entitle such Dissenting Stockholder only be entitled to payment of the fair value of such shares in accordance with the provisions of Company Capital StockSection 262 of the DGCL (and at the Effective Time, such Complete 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 fair value of such Complete Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Complete Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Complete Common Stock shall thereupon be treated as if they had been converted into and became exchangeable for the right to receive, as of the Effective Time, the Complete Per Share Merger Consideration for each such share, in accordance with Section 262 2.7, without any interest thereon. Complete shall give IPS and I.E. Mxxxxx prompt notice of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shall, except with the prior any written consent of Parent, voluntarily make demands for appraisal for any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissentComplete Common Stock, then as of the later of the Effective Time or the occurrence attempted withdrawals of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into demands and represent the right to receive the applicable portion of the Merger Consideration any other instruments served pursuant to Section 2.6the DGCL and received by Complete relating to stockholders’ rights of appraisal.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid shares of Viewlocity Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the DGCL and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of the DGCL, such shares of Company Capital Stock Shares”) shall not be converted into or exchangeable for represent any right to receive SynQuest Common Stock or cash as provided in Section 2.1, but the holder thereof shall only be entitled to such rights as are granted by the DGCL. (b) Notwithstanding the provisions of subsection (a), if any holder of shares of Viewlocity Capital Stock demands appraisal of such shares under the DGCL and shall effectively withdraw or lose (through failure to perfect or otherwise) the right to receive any portion appraisal, then, as of the Merger Consideration (except later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only a right to receive SynQuest Common Stock or cash as provided in this Section 3.22.1, without interest thereon. (c) and Viewlocity shall entitle such Dissenting Stockholder only to payment give SynQuest (i) prompt notice of the fair value any written demands for appraisal of such any shares of Company Viewlocity Capital Stock, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by Viewlocity; and (ii) the opportunity to participate in accordance all negotiations and proceedings with Section 262 of respect to demands for appraisal under the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shallViewlocity shall not, except with the prior written consent of ParentSynQuest, voluntarily make any payment with respect to, or settle to any demands for appraisal of Viewlocity Capital Stock or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under Delaware Law, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided Stock that are outstanding imme- diately prior to the First Company Merger Effective Time and that are held by holders of shares of Company Stock who shall have neither voted in Section 262 favor of the DGCL, First Company Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such shares of Company Capital Stock shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of Delaware Law (collectively, the DGCL“Dissenting Shares”), unless shall not be converted into, or represent the right to receive, the Company Merger Consideration (or, for the avoidance of doubt, the Cheetah Merger Consideration). The holders of such shares of Company Stock shall be entitled instead to receive only the payment provided by Section 262 of Delaware Law, except that all Dissenting Shares held by holders of shares of Company Stock who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Company Stock under Section 262 of Delaware Law shall thereupon be deemed to have been converted into, and until such Dissenting Stockholder withdraws to have become exchangeable for, as of the First Company Merger Effective Time, the right to receive the Company Merger Consideration (which shall represent, with respect to the Company Stock Merger Consideration, the right to receive the New Charter Merger Consideration), in each case without any interest thereon, in accordance with Section 262(k2.02. (b) The Company shall give Parent and New Charter (i) prompt notice of any demands for appraisal received by the DGCL) or effectively loses the right Company, withdrawals of such demands, and any other instruments served pursuant to dissent. Neither Delaware Law and received by the Company nor and (ii) the Surviving Corporation shallopportunity to direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital StockStock (excluding, as provided in Section 262 for the avoidance of the DGCLdoubt, such shares of Company Capital Series I Preferred Stock and Company Series J Preferred Stock) that are outstanding immediately prior to the Effective Time and that are held by Company Stockholders who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the First Merger Consideration (except as provided nor consented thereto in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value writing in respect of such shares of Company Capital Stock, Stock and who shall have demanded properly in writing appraisal for such Company Stock in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights (collectively, the “Dissenting Shares”) shall not be converted into, and such Company Stockholders shall have no right to receive, the portion of the Merger Consideration that would otherwise be attributable to such Company Stock in accordance with the terms of the Applicable Charter Documents (as reflected in the Company Closing Statement) unless and until such Dissenting Company Stockholder fails to perfect or withdraws (or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the portion of the Merger Consideration attributable to such Company Stock in accordance with Section 262(k) the terms of the DGCL) or effectively loses the right to dissent. Neither Applicable Charter Documents (as reflected in the Company nor Closing Statement), without any interest thereon, upon surrender, in the Surviving Corporation shallmanner provided in Section 2.9, of the Certificate or Certificates that formerly evidenced such shares of Company Stock. (b) Prior to the Closing, the Company (and after the Reorganization, Newco) shall give Parent (i) prompt notice of any demands for appraisal received by the Company (or after the Reorganization, Newco) and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company (and after the Reorganization, Newco) shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 Common Stock and Company Preferred Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the DGCL, such shares of Company Capital Stock who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Common Stock or Company Preferred Stock in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, the Merger Consideration unless and until such Dissenting Stockholder stockholder fails to perfect or withdraws (in accordance with Section 262(k) or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the DGCL) Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock or Company Preferred Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to dissent. Neither receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.01(c), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock or Company Preferred Stock (as the case may be). (b) Prior to the Closing, the Company nor shall give InterPrivate (i) prompt notice of any demands for appraisal received by the Surviving Corporation shallCompany and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentInterPrivate (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. Notwithstanding anything in this Agreement No Person who has perfected a demand for appraisal rights pursuant to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of the DGCL shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Class A Shares owned immediately prior to the Effective Time by such Person unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to Class A Shares owned by such Dissenting Stockholder. If, after the Effective Time, any such shares holder fails to perfect or effectively withdraws or loses such right, each Excluded Share of Company Capital Stock such holder shall not thereupon be treated as if it had been converted into or exchangeable for the right to receive any portion of the applicable Per Share Merger Consideration (except as provided in this Section 3.2) Consideration, and the Surviving Corporation shall entitle such Dissenting Stockholder only to remain liable for payment of the fair value of applicable Per Share Merger Consideration for such shares of Company Capital Stock, Class A Shares; provided that such holder shall be deemed to have made a Cash Election with respect to the Per Share Merger Consideration in accordance with Section 262 4.3(b) and in no event shall be subject to proration as set forth above. The Company shall give Sponsor (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments that are received by the Company relating to stockholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the The Company nor the Surviving Corporation shallshall not, except with the prior written consent of ParentSponsor, voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle or offer to settle, any such demand for payment demands or approve any withdrawal of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) With respect to shares of Common Stock, no appraisal rights shall be available in connection with the consummation of the Merger or the other Transactions. (b) Notwithstanding anything in any provision of this Agreement to the contrary, if any Dissenting Stockholder shall to the extent that the right to demand to be paid the “payment of fair value” of such Dissenting Stockholder’s value for shares of Company Capital StockSenior Preferred Stock in connection with the Merger is available under the NYBCL, as provided in Section 262 any outstanding share of the DGCL, such shares of Company Capital Senior Preferred Stock that so qualifies and is held by a Dissenting Shareholder (“Dissenting Shares”) shall not be converted into or exchangeable for the right to receive any portion the Senior Preferred Stock Merger Consideration, but shall become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the NYBCL; provided, however, that each such share of Senior Preferred Stock outstanding immediately prior to the Effective Time held by a Dissenting Shareholder who, after the Effective Time, withdraws its demand or fails to perfect or otherwise loses its right to receive payment of fair value, pursuant to the NYBCL, shall be deemed to be converted as of the Effective Time into the right to receive the Senior Preferred Stock Merger Consideration (except as provided Consideration, without interest. As used in this Section 3.2) Agreement, “Dissenting Shareholder” means any record holder or beneficial owner of shares of Senior Preferred Stock who is entitled to demand and shall entitle such Dissenting Stockholder only to receive payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholderholder’s shares of Company Capital Senior Preferred Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6910 of the NYBCL and who complies with all of the applicable provisions of the NYBCL (including Section 623 of the NYBCL) concerning the right of holders of shares of Senior Preferred Stock to object to the Merger and obtain fair value for such shares.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shares of Company Capital Stock that are outstanding immediately prior to the First Effective Time and that are held by Company Stockholders who shall demand have neither voted in favor of the Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal for such shares of Company Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to be paid the “fair value” exercise and perfection of dissenters’ rights (such Dissenting Stockholder’s shares of Company Capital Stock, the “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, the Per Share Stock Consideration or Per Share Cash Consideration, as provided in applicable, unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. If any Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses the rights to appraisal of any Dissenting Shares held by such Company Stockholder under Section 262 of the DGCL, then such shares of Company Capital Stock shall not thereupon be deemed to have been converted into or into, and to have become exchangeable for for, as of the First Effective Time, the right to receive the Per Share Stock Consideration or Per Share Cash Consideration, as applicable, without any portion interest thereon, upon surrender, if applicable, in the manner provided in Section 3.3(b), of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of Certificate or Certificates that formerly evidenced such shares of Company Capital Stock. (b) Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in accordance all negotiations and proceedings with Section 262 of respect to demands for appraisal under the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the The Company nor the Surviving Corporation shallshall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provisions of this Agreement to the contrary, if any Dissenting Stockholder shall shares of Company Capital Stock held by a holder who has demanded and perfected such demand to be paid the “fair value” for appraisal of such Dissenting Stockholderholder’s shares of Company Capital StockStock in accordance with Section 262 of the DGCL, and as of the Closing has neither effectively withdrawn nor lost such holder’s right to such appraisal (the “Dissenting Shares”) shall not be converted into the Closing Merger Consideration (as it may be adjusted pursuant to Section 1.8) but shall be entitled to only such rights as are granted by the DGCL. Parent shall be entitled to retain any Aggregate Available Parent Common Stock not paid on account of such Dissenting Shares pending resolution of the claims of such holders, and the holder of any Dissenting Shares shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.14(a), (i) if any such holder of Dissenting Shares shall have failed to establish entitlement to appraisal rights as provided in Section 262 of the DGCL, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn or failed to perfect its demand for appraisal of such shares of Company Capital Stock shall not or otherwise lost or failed to be converted into or exchangeable entitled for any reason to the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) appraisal and shall entitle such Dissenting Stockholder only to payment of the fair value of such for shares of Company Capital Stock, in accordance with under Section 262 of the DGCL, unless and until such or (iii) if neither any holder of Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. Neither the Company Shares nor the Surviving Corporation shallshall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such share of Company Capital Stock and each such share shall automatically be deemed to have converted into and represent only the right to receive the portion of the Adjusted Merger Consideration, if any, otherwise payable with respect to such shares pursuant to Section 1, without interest thereon. (c) The Company shall give Parent: (i) prompt notice of any demands for appraisal of shares of Company Capital Stock received by the Company, withdrawals of any demands, and any other instruments served pursuant to the DGCL, as applicable, and received by the Company; and (ii) the right to participate in, direct, and control all negotiations and proceedings with respect to any such demands for appraisal, and the Company shall keep Parent apprised of any discussions or correspondence with Stockholders who have demanded appraisal under the DGCL or their representatives. The Company shall not, except with the prior written consent of Parent, settle or offer to settle, voluntarily make any payment with respect to, or settle or offer waive any failure to settledeliver, any such demand demands for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (appraisal in accordance with Section 262(k) the DGCL, or agree to any of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6foregoing.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, if any Dissenting Stockholder shall shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders who are (i) entitled to demand and have properly demanded their rights to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Common Stock in accordance with Section 262 of the DGCL (the “Appraisal Shares”) and (ii) have neither effectively withdrawn nor lost (through failure to perfect or otherwise) their rights to such appraisal and payment under the DGCL, unless shall not be canceled and until converted into the right to receive the Merger Consideration as provided in Section 2.01(c), and the holders of Appraisal Shares shall be entitled to only such Dissenting Stockholder withdraws rights as are granted by Section 262 of the DGCL; provided, however, that if any holder of Appraisal Shares (A) under the circumstances permitted by and in accordance with Section 262(k) of the DGCL, affirmatively withdraws or loses (through failure to perfect or otherwise) its right to appraisal of such Appraisal Shares, (B) fails to establish its entitlement to appraisal rights as provided in the DGCL or effectively loses (C) takes or fails to take any action, the consequence of which is that such holder is not entitled to payment for its shares under the DGCL, then in each such case, such holder or holders (as the case may be) shall forfeit the right to dissentappraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon cease to constitute Appraisal Shares, and each such share of Company Common Stock shall, to the fullest extent permitted by applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Merger Consideration. Neither The Company shall promptly notify Parent of any written demands received by the Company nor for appraisal of any shares of Company Common Stock and attempted withdrawals of such demands, and Parent shall have the Surviving Corporation shallright to participate in and direct negotiations and proceedings with respect to such demands for appraisal. Prior to the Effective Time, except with the Company shall not, without the prior written consent of ParentParent or as otherwise required by an Order, voluntarily make any payment with respect to, or settle or offer to settle, any such demands or waive any failure to timely deliver a written demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (appraisal in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary and unless otherwise provided by applicable law, if each share of Virginia BanCorp Common Stock which is issued and outstanding immediately prior to the Effective Time and which is owned by a shareholder who (i) shall not have voted or caused or permitted any Dissenting Stockholder shall demand of his shares to be paid voted in favor of the Merger, and (ii) pursuant to Section 13.1-729 et seq. of the VSCA, duly and validly exercises and perfects his, her or its appraisal rights with respect to his, her or its shares of Virginia BanCorp Common Stock, respectively (the “fair value” of such Dissenting Stockholder’s shares of Company Capital StockShares”), as provided in Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into the right to receive the Merger Consideration, but, instead, the holder thereof, with respect to such Dissenting Shares, shall be entitled to payment in cash from Bay Banks of the appraised value of the Dissenting Shares in accordance with the provisions of the VSCA. If any such holder shall have failed to duly and validly exercise or perfect or shall have effectively withdrawn or lost such appraisal rights, each share of Virginia BanCorp Common Stock of such holder as to which appraisal rights were not duly and validly exercised or perfected, or were effectively withdrawn or lost, shall not be deemed a Dissenting Share and shall automatically be converted into and shall thereafter be exchangeable only for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only Agreement. Virginia BanCorp will provide prompt notice to payment Bay Banks of the fair value any written demands received by it for appraisal of shares of Virginia BanCorp Common Stock, respectively, attempted withdrawals of such shares of Company Capital Stockdemands and any other instruments served on and received by them pursuant to the VSCA, and the opportunity to participate in accordance and direct all negotiations and proceedings with Section 262 of respect to any demands for appraisal under the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissentVSCA. Neither the Company nor the Surviving Corporation shallVirginia BanCorp shall not, except with the prior written consent of ParentBay Banks, voluntarily make any payment with respect toto any demands for appraisal, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle any such demands. If , or approve any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) withdrawal of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of any such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6demands.

Appraisal Rights. Notwithstanding anything in any other provision of this Agreement to the contrary, if any Dissenting Stockholder shall demand Shares (the "DISSENTING SHARES") that are issued and outstanding immediately prior to be paid the “fair value” Effective Time and which are held by stockholders who did not vote in favor of such Dissenting Stockholder’s shares the Merger and who comply with all of Company Capital Stock, as provided in the relevant provisions of Section 262 of the DGCL, such shares of Company Capital Stock DGCL (the "DISSENTING STOCKHOLDERS") shall not be converted into or be exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of the DGCLShare Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) shall have failed to perfect or shall have effectively loses withdrawn or lost such right, such holder's Shares shall thereupon be converted into and become exchangeable for the right to dissentreceive, as of the Effective Time, the Share Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings in respect of demands for appraisal under the DGCL. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with in respect toof, or settle or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demandspayment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares had been converted into and represent the right to receive the applicable portion of the Merger Share Consideration pursuant to Section 2.63.1(c).

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the CCAA, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the DGCLCompany who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal rights for such Company Common Stock in accordance with Section 0-000-000 of the CBCA, such shares and otherwise complied with all of Company Capital Stock the provisions of the CCAA relevant to the exercise and perfection of appraisal rights, shall not be converted into or exchangeable for the into, and such stockholders shall have no right to receive any portion receive, the Per Share Merger Consideration with respect to such shares (such shares, “Dissenting Shares”) unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the CBCA. Any stockholder of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only Company who fails to payment of the fair value perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Stock, in accordance with Common Stock under Section 262 0-000-000 of the DGCLCBCA, unless shall thereupon be deemed to have such shares converted into, and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) to have become exchangeable for, as of the DGCL) or effectively loses Effective Time, the right to dissent. Neither receive the Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 3.02, of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. (b) Prior to the Closing, the Company nor shall give DCRC (i) prompt notice of any demands for appraisal received by the Surviving Corporation shallCompany and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the CCAA. The Company shall not, except with the prior written consent of ParentDCRC (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the DGCL, such shares of Company Capital Stock who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Common Stock in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such Dissenting Stockholder stockholder fails to perfect or withdraws (in accordance with Section 262(k) or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the DGCL) Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to dissent. Neither receive the Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 3.02b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock or Company Preferred Stock (as the case may be). (b) Prior to the Closing, the Company nor shall give Novus (i) prompt notice of any demands for appraisal received by the Surviving Corporation shallCompany and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentNovus (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided Stock that are outstanding immediately prior to the Effective Time and that are held by Company Stockholders who shall have neither voted in Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into or exchangeable for the right to receive any portion favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal or dissenters’ rights for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Stock in accordance with Section 262 of the DGCL, and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights, shall not be converted into, and such Company Stockholders shall have no right to receive, the applicable Per Share Merger Consideration, unless and until such Dissenting stockholder fails to perfect, withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any Company Stockholder who fails to perfect, effectively withdraws (in accordance or otherwise loses his, her or its rights to appraisal with respect to such shares of Company Stock under Section 262(k) 262 of the DGCL) or effectively loses DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable, as of the Effective Time, for the right to dissent. Neither receive the applicable Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 2.2(b), of the Certificate or Certificates that formerly evidenced such shares of Company Stock, and such shares of Company Stock shall cease to be “Company Dissenting Shares” for purposes of this Agreement. (b) Prior to the Closing, the Company nor shall give Parent prompt notice (and in any event within one Business Day) of any demands received by the Surviving Corporation shallCompany for appraisal of shares of Company Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Company Dissenting Shares, and Parent shall have the right to participate in and control all negotiations and Proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands or waive any failure to timely deliver a written demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and appraisal or otherwise comply with the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with provisions under Section 262(k) 262 of the DGCL) , or lost the right agree or commit to dissent, then as do any of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6foregoing.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided Stock that are outstanding immediately prior to the Effective Time and that are held by Company Stockholders who shall have neither voted in Section 262 of the DGCL, such shares of Company Capital Stock shall not be converted into or exchangeable for the right to receive any portion favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal or dissenters’ rights for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Stock in accordance with Section 262 of the DGCL, and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights, shall not be converted into, and such Company Stockholders shall have no right to receive, the applicable Per Share Merger Consideration, unless and until such Dissenting stockholder fails to perfect, withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any Company Stockholder who fails to perfect, effectively withdraws (in accordance or otherwise loses his, her or its rights to appraisal with respect to such shares of Company Stock under Section 262(k) 262 of the DGCL) or effectively loses DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable, as of the Effective Time, for the right to dissent. Neither receive the applicable Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 2.2(b), of the Certificate or Certificates that formerly evidenced such shares of Company Stock, and such shares of Company Stock shall cease to be “Company Dissenting Shares” for purposes of this Agreement. (b) Prior to the Closing, the Company nor shall give Parent prompt notice (and in any event within one Business Day) of any demands received by the Surviving Corporation shallCompany for appraisal of shares of Company Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Company Dissenting Shares, and Parent shall have the right to participate in and control all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands or waive any failure to timely deliver a written demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and appraisal or otherwise comply with the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with provisions under Section 262(k) 262 of the DGCL) , or lost the right agree or commit to dissent, then as do any of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6foregoing.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided in Section 262 Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the DGCL, such shares of Company Capital Stock who shall not be converted into or exchangeable for the right to receive any portion have neither voted in favor of the Merger Consideration (except as provided nor consented thereto in this Section 3.2) writing and who shall entitle have demanded properly in writing appraisal for such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, Common Stock in accordance with Section 262 of the DGCLDGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, the Merger Consideration unless and until such Dissenting Stockholder stockholder fails to perfect or withdraws (in accordance with Section 262(k) or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the DGCL) Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to dissent. Neither receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.01(b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. (b) Prior to the Closing, the Company nor shall give SPAC (i) prompt notice of any demands for appraisal received by the Surviving Corporation shallCompany and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentSPAC (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under Delaware Law, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Capital Stock, as provided Stock that are outstanding immediately prior to the First Company Merger Effective Time and that are held by holders of shares of Company Stock who shall have neither voted in Section 262 favor of the DGCL, First Company Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such shares of Company Capital Stock shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Capital Stock, in accordance with Section 262 of Delaware Law (collectively, the DGCL“Dissenting Shares”), unless shall not be converted into, or represent the right to receive, the Company Merger Consideration (or, for the avoidance of doubt, the Cheetah Merger Consideration). The holders of such shares of Company Stock shall be entitled instead to receive only the payment provided by Section 262 of Delaware Law, except that all Dissenting Shares held by holders of shares of Company Stock who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Company Stock under Section 262 of Delaware Law shall thereupon be deemed to have been converted into, and until such Dissenting Stockholder withdraws to have become exchangeable for, as of the First Company Merger Effective Time, the right to receive the Company Merger Consideration (which shall represent, with respect to the Company Stock Merger Consideration, the right to receive the New Charter Merger Consideration), in each case without any interest thereon, in accordance with Section 262(k2.02. (b) The Company shall give Parent and New Charter (i) prompt notice of any demands for appraisal received by the DGCL) or effectively loses the right Company, withdrawals of such demands, and any other instruments served pursuant to dissent. Neither Delaware Law and received by the Company nor and (ii) the Surviving Corporation shallopportunity to direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, any such demand for payment of fair value of a Dissenting Stockholder’s shares of Company Capital Stock and the Company shall give Parent notice thereof and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to settle or settle any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if shares ("Appraisal Shares") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Dissenting Stockholder person (i) who has not voted in favor of the Merger or consented thereto in writing, (ii) who shall demand to be paid the “fair value” have properly demanded in writing appraisal of such Dissenting Stockholder’s shares of Company Capital StockAppraisal Shares pursuant to, as provided and who complies in all respects with, Section 262 of the DGCL, DGCL ("Section 262") and (iii) who has neither effectively withdrawn nor lost the right to such shares of Company Capital Stock payment shall not be converted into or exchangeable for the right to receive any portion of the Merger Consideration (except as provided in this Section 3.2) and 2.01(c), but rather the holders of Appraisal Shares shall entitle such Dissenting Stockholder only be entitled to payment of the fair value of such shares of Company Capital Stock, Appraisal Shares in accordance with Section 262 of the DGCL262; provided, unless and until however, that if any such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) holder shall fail to perfect or effectively loses otherwise shall waive, withdraw or lose the right to dissentappraisal under Section 262 then the right of such holder to be paid the fair value of such holder's Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). Neither The Company shall serve prompt notice to Parent of any written demands received by the Company nor for appraisal of any shares of Company Common Stock, and Parent shall have the Surviving Corporation shallright to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except with the Company shall not, 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. If a person shall demand for payment appraisal of the fair value of a Dissenting Stockholder’s shares of Company Capital Common Stock under Section 262 after the Closing and the Company shall give Parent notice thereof and such shares thereby become Appraisal Shares, Parent shall have be entitled to withdraw from the right to participate at its own expense in all negotiations and proceedings with respect to Exchange Fund any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Capital Stock held by such Dissenting Stockholder shall be converted into and represent the right to receive the applicable portion of the Merger Consideration pursuant previously deposited therein with respect to Section 2.6such Appraisal Shares.