Common use of Dissenters’ Rights Clause in Contracts

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03), any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of the OGCL (such shares, “Common Appraisal Shares”), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company Common Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a shareholder an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and who is entitled to demand, and has properly demanded, delivered a written notice of demand for appraisal for of such Company Common Target Shares in accordance with, and who complies in all respects with, with Section 1701.85 92A.420 of the OGCL NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (such shares, “Common Appraisal the "Dissenting Target Shares”"), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive Parent Shares unless and until such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or Target Shareholder fails to perfect or otherwise effectively withdraws or loses its right to appraisal and payment under Section 92A.380 of appraisal pursuant the NGCL. If, after the Effective Time, any such Target Shareholder fails to the OGCLperfect or effectively withdraws or loses its right to appraisal, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Dissenting Target Shares shall cease, and such Common Appraisal Shares shall instead thereupon be deemed to have treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in Section 2.01(c)Parent Shares to which such Target Shareholder is entitled, without interest or dividends thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) . The Company shall give Parent: (i) prompt notice to Parent of any notice or demands for appraisal or payment for Target Shares received by the Company for appraisal of any shares of Company Capital StockCompany, and Parent shall have (ii) the right opportunity to participate in and an direct all negotiations and Actions proceedings with respect to any such demandsdemands or notices. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or agree indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to do any the holder thereof pursuant to Section 92A.380 of the foregoingNGCL. Parent At the Effective Time, any holder of Dissenting Target Shares shall not, cease to have any rights with respect thereto except with the prior written consent rights provided by Section 92A.380 of the Company, require the Company to make any payment with respect to any demands for appraisal NGCL or offer to settle or settle any such demandsas otherwise provided in this Section 1.3.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement No Dissenting Stockholder shall be entitled to receive shares of Holdco Common Stock or cash or any dividends or other distributions pursuant to the contrary (but subject provisions of this Article II unless and until the holder thereof shall have failed to this perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Wax Merger under the DGCL, and any Dissenting Stockholder shall be entitled only to such rights as are granted by Section 2.03), 262 of the DGCL with respect to Shares owned by such Dissenting Stockholder. If any Company Common Shares Person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost the right to dissent under Section 262 of the DGCL or if a court of competent jurisdiction shall finally determine that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who Dissenting Stockholder is not entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, relief provided by Section 1701.85 262 of the OGCL (DGCL with respect to any Shares, such shares, “Common Appraisal Shares”), Shares shall not thereupon be treated as if they were No Election Shares and shall be converted into and be exchangeable for, as of the Wax Effective Time, the right to receive the Wax Merger Consideration as provided in accordance with Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c2.02(b), without interest thereon. (b) Subject to and less any redemption made required Tax withholding, upon surrender of the Company Certificates representing such shares, as applicable, in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) this Agreement. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company for appraisal relating to stockholders’ rights of any shares of Company Capital Stockappraisal, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsdemands for appraisal. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal or appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)2.5 hereof, any shares of Company Common Shares that are Stock issued and outstanding immediately prior to the Effective Time and Time, if any, which are held of record or beneficially owned by a shareholder Person who is entitled has properly exercised and preserved and perfected dissenters' rights with respect to demand, such shares pursuant to Sections 302A.471 and 302A.473 of the MBCA and has properly demanded, appraisal for not withdrawn or lost such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of the OGCL rights (such shares, “Common Appraisal Shares”"DISSENTING SHARE(S), shall ") will not be converted into or represent the right to receive the Merger Consideration as provided for such shares, but instead will be treated in accordance with Sections 302A.471 and 302A.473 of the MBCA unless and until such Person effectively withdraws or loses such Person's right to payment under Section 2.01(c302A.473 of the MBCA (through failure to preserve or protect such right or otherwise). If, after the Effective Time, any such Person shall effectively withdraw or lose such right (through failure to preserve or protect such right or otherwise), but then each such Dissenting Share held of record or beneficially owned by such Person will thereupon be treated as if it had been converted into, at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCLTime, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c)Consideration, without interest thereoninterest. (b) Subject Each Person holding of record or beneficially owning Dissenting Shares who becomes entitled, pursuant to any redemption made the provisions of Sections 302A.471 and 302A.473 of the MBCA, to payment of the fair value of such Dissenting Shares shall receive payment therefor (plus interest determined in accordance with Section 302A.473 of the MBCA) from the Surviving Corporation and/or from the Disbursing Agent referred to in Section 2.8 on behalf of the Surviving Corporation pursuant to such provisions. (c) Company Articles, shall give Parent prompt notice upon receipt by Company at any 6 3/4% Preferred Shares that are issued and outstanding immediately time prior to the Effective Time and held by a shareholder who is entitled of any notice of intent to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, Common Stock under Section 302A.473 of the MBCA and Parent shall have the right any withdrawal of any such notice of intent to participate in and direct all negotiations and Actions with respect to demand such demandsfair value. Prior to the Effective Time, the Company shall agrees that it will not, without except with the prior written consent of Parent, negotiate, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree demand at any time prior to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsEffective Time.

Dissenters’ Rights. (a) Notwithstanding anything in Any provision of this Agreement to the contrary notwithstanding, if required by the DGCL (but subject only to this Section 2.03the extent required thereby), any Company Common Shares that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and that are held by a shareholder holders of such Shares who is have not voted in favor of the adoption of this Agreement or consented thereto in writing and who are entitled to demand, demand and has who have properly demanded, exercised appraisal for such Company Common Shares rights with respect thereto in accordance with, and who complies in all respects have complied with, Section 1701.85 262 of the OGCL DGCL (such shares, the “Common Appraisal Dissenting Shares”), shall ) will not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c)Consideration, but at the Effective Time shall instead holders of such Dissenting Shares will be converted into the right entitled to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 payment of the OGCL; provided that if appraised value of such Dissenting Shares in accordance with the provisions of such Section 262 unless and until any such shareholder withdraws its demand for appraisal or holder fails to perfect or otherwise effectively withdraws or loses its right of rights to appraisal pursuant and payment under the DGCL. If, after the Effective Time, any such holder fails to the OGCLperfect or effectively withdraws or loses such right, then the right of such shareholder to Dissenting Shares will thereupon be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) previous sentence. The Company shall will give Parent (i) prompt notice to Parent of any demands received by the Company for appraisals of 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 of any shares of Company Capital Stock, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such notices and demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal or settle, or offer to settle or settle agree to settle, any such demands.

Dissenters’ Rights. (a) Notwithstanding anything If holders of TARGET Capital Stock are ------------------- entitled to dissenters' rights in this Agreement to connection with the contrary (but subject to this Section 2.03)Merger under the NBCA, any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and shares of TARGET Capital Stock ("Dissenting Shares") held by a shareholder persons who is entitled to demand, and has properly demanded, appraisal have ----------------- complied with all requirements for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of perfecting dissenter's rights under the OGCL NBCA (such shares, “Common Appraisal Shares”), "Dissenting Stockholders") shall not be converted into or represent the right ------------------------ to receive the Merger Consideration as provided in Section 2.01(c), Shares but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due with respect to such shareholder Dissenting Shares pursuant to the procedures set forth in Section 1701.85 NBCA. TARGET shall give PARENT prompt notice of the OGCL; provided that if any such shareholder withdraws its demand received by TARGET for appraisal or fails to perfect or otherwise loses its right of appraisal shares of TARGET Capital Stock, withdrawals of such demands and any instruments served pursuant to the OGCL, then the right of such shareholder NBCA and received by TARGET with respect to be paid the fair cash value of such Common Appraisal Shares shall ceaseDissenting Shares, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent PARENT shall have the right to participate in and direct all negotiations and Actions proceedings with respect to any such demandsdemand. Prior to the Effective TimeTARGET agrees that, the Company shall not, without except with the prior written consent of ParentPARENT, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such demands. Each Dissenting Stockholder who, or agree pursuant to do any the provisions of the foregoing. Parent shall notNBCA, except with the prior written consent becomes entitled to payment of the Companyfair value of shares of TARGET Capital Stock shall receive payment therefore (but only after the value therefore shall have been agreed upon or finally determined pursuant to such provisions). If, require after the Company Effective Time, any Dissenting Stockholder shall effectively withdraw or lose (through failure to make any payment with respect perfect or otherwise) its dissenter's rights under the NBCA, then, as of the later of the Effective Time or the occurrence of such event, such Dissenting Stockholder's shares of TARGET Capital Stock shall automatically be converted into the right to any demands for appraisal or offer to settle or settle any such demands.receive the appropriate Merger Shares as set forth in Section 3.1 above. ------------

Dissenters’ Rights. (a) Notwithstanding anything in Any provision of this Agreement to the contrary notwithstanding, if required by the DGCL (but subject only to this Section 2.03the extent required thereby), any Company Common Shares that are issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) and that are held by a shareholder holders of such Shares who is entitled have not voted in favor of the adoption of this Agreement or consented thereto in writing (and who have certified thereto to demand, the Company) and has who have properly demanded, exercised appraisal for such Company Common Shares rights with respect thereto in accordance with, and who complies in all respects have complied with, Section 1701.85 262 of the OGCL DGCL, and who have not withdrawn their request for appraisal rights (such shares, the “Common Appraisal Dissenting Shares”), shall ) will not be converted into the right to receive the Merger Consideration as provided in consideration payable pursuant to Section 2.01(c2.1(a), but at the Effective Time shall and holders of such Dissenting Shares will be converted into the right entitled instead to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 payment of the OGCL; provided that if fair value of such Dissenting Shares in accordance with the provisions of such Section 262 unless and until any such shareholder withdraws its demand for appraisal or holder fails to perfect or otherwise effectively withdraws or loses its right of rights to appraisal pursuant and payment under the DGCL. If, after the Effective Time, any such holder fails to the OGCLperfect or effectively withdraws or loses such right, then the right of such shareholder to Dissenting Shares will thereupon be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have treated as if they had been converted into and had become exchangeable for, at the Effective Time, the right to receive the Merger Consideration consideration payable pursuant to Section 2.1(a), without any interest thereon, the Surviving Corporation shall remain liable for payment of the consideration payable pursuant to Section 2.1(a), and shall promptly pay such consideration to the Paying Agent for payment to the holders thereof pursuant to Section 2.2(b). At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) previous sentence. The Company shall will give prompt Parent (i) notice to Parent of any demands received by the Company for appraisal appraisals of any shares of Company Capital Stock, Shares and Parent shall have (ii) the right opportunity to participate in and direct control all negotiations and Actions proceedings with respect to such notices and demands. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or settle, compromise, offer to settle or settle compromise, or otherwise negotiate any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject contrary, to this Section 2.03)the extent required by the OGCL, any shares of Company Common Shares Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a any shareholder who is was a record holder of Company Common Stock as to which such shareholder seeks relief as of the date fixed for determination of shareholders entitled to demand, and has properly demanded, appraisal for such notice of the Company Common Shares in accordance withShareholders’ Meeting, and who complies files with the Company within ten (10) days after such vote at the Company Shareholders’ Meeting (the “Dissenters Determination Date”) a written demand to be paid the fair cash value for such shares of Company Common Stock that have not been voted in all respects with, Section favor of the proposal to adopt this Agreement at the Company Shareholders’ Meeting in accordance with Sections 1701.84 and 1701.85 of the OGCL (such shares, the “Common Appraisal Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c2.1(a), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to unless and until such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise waives, withdraws or loses its right of appraisal pursuant to such shareholder’s rights as a dissenting shareholder, if any, under the OGCL, then the right of . If any such shareholder (a “Dissenting Shareholder”) fails to be paid the fair cash value of perfect or otherwise waives, withdraws or loses any such rights as a Dissenting Shareholder, that shareholder’s Company Common Appraisal Shares Stock shall cease, and such Common Appraisal Shares shall instead thereupon be deemed to have been converted as of the Effective Time into only the right to receive at the Effective Time the Merger Consideration Consideration, without interest. Subject to the preceding sentence, from and after the Effective Time, each shareholder who has asserted rights as a Dissenting Shareholder as provided in Sections 1701.84 and 1701.85 of the OGCL shall be entitled only to such rights as are granted under those Sections of the OGCL. The Company shall promptly notify Parent of each shareholder who asserts rights as a Dissenting Shareholder following receipt of such shareholder’s written demand delivered as provided in Section 2.01(c), without interest thereon. (b1701.85(A)(2) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect toor commit or agree to make any payment, or settle or commit or offer to settle, any such demands, or agree to do any rights of a Dissenting Shareholder asserted under Section 1701.85 of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsOGCL.

Dissenters’ Rights. (a) Notwithstanding anything No Dissenting Shareholder shall be entitled to shares of New KC Series A Common Stock or cash in this Agreement to the contrary (but subject lieu of fractional shares thereof or any distributions pursuant to this Article II or Section 2.03)4.1 unless and until the holder thereof shall have failed to perfect or shall have effectively withdrawn or lost such holder's right to dissent from the KCPL Merger under the MGBCL, and any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is Dissenting Shareholder shall be entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, receive only the payment provided by Section 1701.85 351.455 of the OGCL (MGBCL with respect to shares of KCPL Common Stock owned by such shares, “Common Appraisal Shares”), Dissenting Shareholder. If any Person who otherwise would be deemed a Dissenting Shareholder shall not be converted into have failed to perfect properly or shall have effectively withdrawn or lost the right to receive the Merger Consideration dissent with respect to any shares of KCPL Common Stock, such shares of KCPL Common Stock shall thereupon be treated as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive though such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 shares of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such KCPL Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have Stock had been converted into shares of New KC Series A Common Stock pursuant to Section 2.4(a) hereof, and, to the right extent such failure, withdrawal or loss occurs subsequent to receive the Merger Consideration as provided in Section 2.01(c)Closing Date, without interest thereon. (b) Subject to any redemption made Western Resources and New KC shall issue shares of Western Resources Common Stock and New KC Series A Common Stock in accordance with the Company ArticlesSections 1.6 and 2.4(a), respectively, of this Agreement. KCPL shall give Western Resources and New KC (i) prompt notice of any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demandwritten demands for appraisal, attempted withdrawals of such demands, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder any other instruments served pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails applicable law received by KCPL relating to perfect or otherwise loses its right shareholders' rights of appraisal pursuant and (ii) the opportunity to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions proceedings with respect to such demandsdemand for appraisal under the MGBCL. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent KCPL shall not, except with the prior written consent of the CompanyWestern Resources and New KC, require the Company to voluntarily make any payment with respect to any demands for appraisal or appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. (a) Notwithstanding Subject to the RMSI Voting Agreement, notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)and unless otherwise provided by applicable law, any Company shares of RMSI Common Shares Stock that are issued and outstanding immediately prior to the Effective Time and held that are owned by a shareholder RMSI Stockholders who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, with Section 1701.85 262 of the OGCL (such shares, “Common Appraisal Shares”)DGCL have properly exercised and perfected their rights of appraisal, shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c)Consideration, but at the Effective Time unless and until such RMSI Stockholders shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails have failed to perfect or otherwise loses its shall have effectively withdrawn or lost their right of appraisal pursuant and payment under applicable law. If any such RMSI Stockholder shall have failed to the OGCL, then the perfect or shall have effectively withdrawn or lost such right of appraisal, each share of RMSI Common Stock held by such shareholder to be paid the fair cash value of such Common Appraisal Shares RMSI Stockholder shall cease, and such Common Appraisal Shares shall instead thereupon be deemed to have been converted into the right to receive and become exchangeable for, at the Effective Time, the Merger Consideration as provided in pursuant to Section 2.01(c), without interest thereon2.2 hereof. Holders of shares of RMSI Common Stock who become entitled pursuant to the provisions of the DGCL to payment for such shares under the provisions thereof shall receive payment from the Surviving Corporation and such shares shall be canceled. (b) Subject to RMSI shall give Xxxxxxx (i) prompt notice of any redemption made in accordance with the Company Articlesdemands for appraisal received by RMSI, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demandwithdrawals of such demands, and has properly demanded, appraisal for any other instruments served in connection with such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder demands pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, DGCL and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by RMSI and (ii) the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsdemands for appraisal under the DGCL consistent with the obligations of RMSI thereunder. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent RMSI shall not, except with the prior written consent of the CompanyXxxxxxx, require the Company to (x) make any payment with respect to any demands for appraisal or appraisal, (y) offer to settle or settle any such demandsdemands or (z) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company Common Shares that are issued and outstanding immediately prior to the Effective Time eligible under the Maryland Law to exercise appraisal or dissenters’ rights and held by a shareholder holder, if any, who is entitled to demandhas not voted in favor of the Merger or consented thereto in writing and who has exercised and perfected appraisal or dissenters’ rights for such shares in accordance with Title 3, Subtitle 2 of the Maryland Law and has properly demandednot effectively withdrawn or lost such appraisal or dissenters’ rights (collectively, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of the OGCL (such shares, “Common Appraisal Dissenting Shares”), shall ) will not be converted into or represent the right to receive a portion of the Aggregate Per Share Merger Consideration as provided in Section 2.01(c)Consideration, but at and the Effective Time shall holder or holders of such shares will be converted into the right entitled only to receive such consideration rights as may be determined to be due granted to such shareholder pursuant to the procedures set forth holder or holders in Section 1701.85 Title 3, Subtitle 2 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereonMaryland Law. (b) Subject Notwithstanding the provisions of Section 2.6(a), if any holder of Dissenting Shares effectively withdraws or loses (through failure to any redemption made in accordance with perfect or otherwise) such holder’s appraisal rights and dissenters’ rights under Title 3, Subtitle 2 of the Company ArticlesMaryland Law, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to then, as of the later of the Effective Time and held by a shareholder who is entitled to demandthe occurrence of such event, and has properly demanded, appraisal for such 6 3/4% Preferred holder’s Company Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall will automatically be converted into and represent the right to receive such consideration as may be determined to be due to such shareholder pursuant a portion of the Aggregate Per Share Merger Consideration, payable in cash to the procedures set forth in Section 1701.85 holder thereof without interest, following surrender of the OGCL; provided that if any certificate representing such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d)shares. (c) The Company agrees to comply with the requirements of Sections 3-201 through 3-213 of the Maryland Law. (d) The Company shall give SUI (i) prompt notice to Parent of any written objection to the transactions contemplated by this Agreement or any demands for appraisal pursuant to Section 3-203 of the Maryland Law received by the Company, withdrawals of such demands, and any other instruments served pursuant to the Maryland Law and received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsdemands for appraisal under the Maryland Law. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanySUI, require the Company to make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company shares of RVI Common Shares that are Stock issued and outstanding immediately prior to the Effective Time and that are held by a shareholder any record holder who is entitled to demand, demand and has properly demanded, appraisal for demands payment of the fair cash value of such Company Common Shares in accordance withshares pursuant to, and who complies in all respects with, Section the provisions of Sections 1701.84 and 1701.85 of the OGCL (such shares, the “Common Appraisal RVI Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c)Consideration, but instead at the Effective Time shall be converted into represent the right to receive payment of the fair cash value of such consideration as may be determined to be due to such shareholder pursuant shares in accordance with, and to the procedures set forth in extent of, the provisions of Sections 1701.84 and 1701.85 of the OGCL and at the Effective Time, all RVI Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose its rights as a dissenting shareholder under Section 1701.85 of the OGCL; OGCL or other applicable Law, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right by Section 1701.85 of appraisal pursuant to the OGCL, then the right of such shareholder holder to be paid the fair cash value of such Common Appraisal holder’s RVI Dissenting Shares under Section 1701.85 of the OGCL shall ceasebe terminated and cease and if such forfeiture shall occur following the Effective Time, and each such Common Appraisal Shares RVI Dissenting Share shall instead thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive the Merger Consideration as provided in Section 2.01(c)receive, without interest thereon. , the Merger Consideration (b) Subject to that, for the avoidance of doubt, will consist exclusively of DSW Class A Stock and any redemption made cash paid in respect of fractional shares in accordance with Section 2.4). RVI shall deliver prompt notice to DSW of any demands for payment of the Company Articlesfair cash value of any shares of RVI Common Stock, any 6 3/4% Preferred Shares that are issued withdrawals of such demands and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder any other instruments served pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails OGCL and received by RVI relating to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder rights to be paid the fair cash value of such Preferred Appraisal Shares shall ceaseRVI Dissenting Shares, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent DSW shall have the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsdemands for appraisal under the OGCL. Prior to the Effective Time, the Company RVI shall not, without the prior written consent of ParentDSW, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. (b) Shares of DSW Common Stock issued and outstanding immediately prior to the Effective Time that are held by any record holder who is entitled to demand and properly demands payment of the fair cash value of such shares pursuant to, and who complies in all respects with, the provisions of Section 1701.85 of the OGCL (the “DSW Dissenting Shares”), shall, at the Effective Time, be treated in accordance with the provisions of Section 1701.85 of the OGCL. Parent DSW shall deliver prompt notice to RVI of any demands for payment of the fair cash value of any shares of DSW Common Stock. Prior to the Effective Time, DSW shall not, except with without the prior written consent of the CompanyRVI, require the Company to make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary contrary, Company Shares, if any, as to which the holder thereof shall have (but subject to this Section 2.03), any i) properly demanded that the Company Common Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for purchase such Company Common Shares for fair market value in accordance with, and who complies in all respects otherwise complied with, Section 1701.85 the provisions of Chapter 13 of the OGCL California Law (“Chapter 13”) and (ii) not effectively withdrawn or lost such sharesholder’s rights to demand purchase for such Company Shares for fair market value pursuant to Chapter 13 (each, a “Common Appraisal SharesDissenting Share”), shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.01(c)2.1, but instead at the Effective Time shall become entitled only to payment of the fair value of such Company Shares determined in accordance with Chapter 13 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be converted into outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such consideration Dissenting Shares as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCLaccordance with Chapter 13); provided provided, however, that if any such shareholder withdraws its demand for appraisal or fails holder shall fail to perfect or otherwise loses its shall waive, withdraw or lose the right to payment of appraisal pursuant to the OGCLfair value of such Dissenting Shares under Chapter 13, then the right of such shareholder holder to be paid the fair cash value of such Common Appraisal holder’s Dissenting Shares shall cease, cease and such Common Appraisal Dissenting Shares shall instead be deemed to have been converted into as of the Effective Time into, and to have become exchangeable solely for the right to receive the Merger Consideration as provided in Section 2.01(c)receive, without interest thereonor duplication, the Merger Consideration. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal the purchase of any shares Company Shares pursuant to Chapter 13, of any withdrawals of such demands and of any other instruments served and received by the Company Capital Stockunder Chapter 13, and Parent shall have the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of ParentParent (such consent not to be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any other provision of this Agreement to the contrary contrary, if required by the DGCL (but subject only to this Section 2.03the extent required thereby), any shares of Company Common Shares Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a shareholder holders of such shares who is entitled to demand, have not voted in favor of the adoption of this Agreement or consented thereto in writing and has who have properly demanded, exercised and validly perfected appraisal for such Company Common Shares rights with respect thereto in accordance with, and who complies in all respects have complied with, Section 1701.85 262 of the OGCL DGCL (such shares, the “Common Appraisal Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares, in Section 2.01(c)accordance with, but at only if and when required by, the Effective Time shall be converted into the right to receive provisions of such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if 262, unless and until any such shareholder withdraws its demand for appraisal or holder fails to perfect or otherwise effectively withdraws or loses its right of rights to appraisal pursuant and payment under the DGCL. If, after the Effective Time, any such holder fails to the OGCLperfect or effectively withdraws or loses such rights, then the right of such shareholder to Dissenting Shares will thereupon be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have treated as if they had been converted into into, at the Effective Time, the right to receive the Merger Consideration as provided in Section 2.01(c)Consideration, without any interest thereon. (b) Subject to any redemption made in accordance with , and the Company ArticlesSurviving Corporation shall remain liable for payment of the Merger Consideration for such shares. At the Effective Time, any 6 3/4% Preferred holder of Dissenting Shares that shall cease to have any rights with respect thereto other than such rights as are issued and outstanding immediately prior provided to the Effective Time and held by a shareholder who is entitled holders of Dissenting Shares pursuant to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 262 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) DGCL. The Company shall give Parent (i) prompt written notice to Parent of any demands received by the Company for appraisal appraisals of any shares of Company Capital Common Stock, withdrawals of such demands and Parent shall have any other instruments relating to appraisal demands received by the right Company pursuant to Section 262 of the DGCL and (ii) the opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demands and the Company shall consider in good faith comments or suggestions proposed by Parent with respect to such demands. Prior to ; provided that, after the date hereof until the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyParent, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise to comply with Section 262 of the DGCL.

Dissenters’ Rights. (a) Notwithstanding anything in any other provision of this Agreement to the contrary (but subject to this Section 2.03)Agreement, any shares of Company Common Shares Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder holder of shares of Company Common Stock (including any Book-Entry Shares or shares held by holders that have delivered to the Company effective affidavits of loss in lieu of Certificates) who is entitled shall have: (i) duly given written notice to demandthe Company, prior to the taking of the vote by the Company’s shareholders at the Company Meeting, of such holder’s intent to dissent from the Merger and has properly demanded, appraisal demand payment for such Company Common Shares shares pursuant to and in accordance with, and who complies in all respects with, Section 1701.85 with Article 13 of the OGCL NCBCA (the “Dissenters’ Rights Provisions”); (ii) not voted such sharesshares in favor of the Merger; and (iii) not withdrawn, waived or otherwise lost or forfeited such holder’s dissenter’s rights under the Dissenter’s Rights Provisions prior to the Effective Time (collectively, the “Common Appraisal Dissenting Shares”; and the holder of any such Dissenting Shares is referred to as a “Dissenting Shareholder”), shall not be converted into or represent the right to receive any part of the Merger Consideration as provided in Section 2.01(c), but at the Effective Time Consideration. Such Dissenting Shares shall instead be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to from the procedures set forth in Section 1701.85 Surviving Corporation payment of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to “fair value” thereof in accordance with the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereonDissenters’ Rights Provisions. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred All Dissenting Shares that are issued and outstanding immediately prior to held by holders who after the Effective Time shall have failed to perfect properly or who effectively shall have withdrawn, waived or otherwise lost or forfeited their dissenters’ rights under such Dissenters’ Rights Provisions shall thereupon cease to be Dissenting Shares and held by a shareholder who is entitled shall instead represent the right to demandreceive, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shareswithout any interest or dividend thereon, the “Appraisal Shares”)Merger Consideration, shall not remain outstanding as upon surrender, in the manner provided in Section 2.01(d2.1(a), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided Certificate or Certificates (or effective affidavits in lieu of loss thereof) or Book-Entry Shares that if any formerly evidenced such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right shares of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d)Company Common Stock. (c) The Company shall give prompt notice to Parent hereby represents that the Board of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent Directors of the Company, require in connection with its approval and adoption of the Company Agreement, has duly adopted a resolution providing that holders of Shares shall be entitled to make any payment rights of dissent and appraisal pursuant to Article 13 of the NCBCA in connection with respect to any demands for appraisal or offer to settle or settle any such demandsthe consummation of the Merger.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to At the contrary (but subject to this Section 2.03)Effective Time, any Company all Common Shares that are issued and outstanding immediately prior to the Effective Time and 8½% Preference Shares held by a shareholder who is entitled to demandholder who, and has properly demandedas of the Effective Time, appraisal for such Company (a) did not vote in favor of the Merger, (b) complied with all of the provisions of the Bermuda Companies Act concerning the right of holders of Common Shares in accordance withor 8½% Preference Shares, as the case may be, to require appraisal of their Common Shares or 8½% Preference Shares, as the case may be, pursuant to the Bermuda Companies Act and who complies in all respects with, Section 1701.85 of (c) did not fail to exercise such right or did not deliver an Appraisal Withdrawal (the OGCL (such shares, “Common Appraisal Dissenting Shares”)) shall automatically be canceled and, shall not be unless otherwise required by applicable Law, converted into the right to receive receive, in the case of Common Shares, the Merger Consideration pursuant to Section 2.01(c) and Section 2.02, or, in the case of the 8½% Preference Shares, the preferred shares of the Surviving Company as provided described in Section 2.01(c2.01(d), but at and any holder of Dissenting Shares shall, in the Effective Time shall event that the fair value of a Dissenting Share as appraised by the Supreme Court of Bermuda under Section 106(6) of the Bermuda Companies Act (the “Appraised Fair Value”) is greater than, in the case of Common Shares, the Merger Consideration or, in the case of the 8½% Preference Shares, the value of their preference shares in the Surviving Company as described in Section 2.01(d), be converted into the right entitled to receive such consideration as may be difference from the Surviving Company by payment made within 30 days after such Appraised Fair Value is finally determined to be due pursuant to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereonprocedure. (b) Subject In the event that a holder fails to exercise any redemption made in accordance with right to appraisal within one month after the date the notice convening the Company ArticlesShareholders Meeting has been given or effectively withdraws or otherwise waives any right to appraisal (each, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the an “Appraisal SharesWithdrawal”), such holder shall not remain outstanding have no other rights with respect to such Dissenting Shares other than as provided contemplated by Section 2.01(c) and Section 2.02, in the case of holders of Common Shares, and Section 2.01(d), but instead shall be converted into in the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 case of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right holders of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d)8½% Preference Shares. (c) The Company shall give Parent (i) prompt written notice to Parent of (A) any demands for appraisal of Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communication received by the Company in connection with the foregoing and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of any shares the fair value of Company Capital Stockthe Dissenting Shares and (ii) to the extent permitted by applicable Law, and Parent shall have the right opportunity to participate with the Company in and direct all any settlement negotiations and Actions proceedings with respect to such demandsany demands for appraisal under the Bermuda Companies Act. Prior to the Effective Time, the The Company shall not, without the prior written consent of ParentParent or as otherwise required by an order of a Governmental Entity of competent jurisdiction, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment negotiate with respect to any demands for appraisal or to, offer to settle or settle any such demandsdemands or applications, or waive any failure to timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of the Surviving Company.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is stockholders that have not voted in favor of the Merger, are entitled to demanddemand and have properly demanded appraisal of their Shares under the DGCL, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies have complied in all respects with, Section 1701.85 with the requirements of the OGCL DGCL concerning the right of a stockholder of the Company to demand appraisal of such Shares and that, as of the Effective Time, have not effectively withdrawn or lost such right to appraisal (such shares, “Common Appraisal the "Dissenting Shares”), ") shall not be converted into or represent a right to receive the Per Share Amount, but the holders of such Dissenting Shares shall be entitled only to such rights as are provided under Section 262 of the DGCL. Each holder of Dissenting Shares that becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall receive payment for such Dissenting Shares from the Surviving Corporation in accordance with the DGCL; provided, however, that to the extent that any holder of Shares has failed to establish the entitlement to appraisal rights as provided in Section 262 of the DGCL, or shall have failed to perfect or shall have effectively withdrawn or lost such rights, such holder shall forfeit the right to appraisal of such Shares and each such Share shall thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive payment from the Merger Consideration as provided Surviving Corporation of the Per Share Amount in Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to accordance with the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c)2.07, without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt the Parent and the Merger Sub (i) notice to Parent of any written demands for appraisal, withdrawals of demands for appraisal, and any other instrument served pursuant to Section 262 of the DGCL, received by the Company for appraisal of any shares of Company Capital Stockwithin one business day after such receipt, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and Actions Proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any demands for appraisal under Section 262 of the foregoingDGCL. Parent The Company shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of the OGCL (such shares, “Common Appraisal Shares”), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held that are owned by a shareholder shareholders who is entitled to demand, and has have properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, perfected their rights as dissenting shareholders within the meaning of Section 1701.85 14A:11-2 of the OGCL NJBCA (such shares, “Preferred Appraisal the "Dissenting Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), ") shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive Exchanged Preferred Shares unless and until such consideration as may shareholders shall have failed to perfect their right of payment under applicable law, but, instead, the holders thereof shall be determined entitled to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 payment of the OGCL; provided that if fair value of such Dissenting Shares determined in accordance with Sections 14A:11-3 through 14A:11-11 of the NJBCA. If any such shareholder withdraws its demand for appraisal or fails holder shall have failed to perfect or otherwise loses its shall have effectively withdrawn or lost such right of appraisal pursuant to the OGCLdissent, then the right of each Company Preferred Share held by such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall thereupon be deemed to have remained outstanding been converted into the right to receive and become exchangeable for, at the Effective Time, Exchanged Preferred Shares in accordance with the manner provided for in Section 2.01(d1.7(d). (cb) The Company shall give Parent (i) prompt notice to Parent of any notices of dissent filed pursuant to Section 14A:11-2 of the NJBCA received by the Company, withdrawals of demands for payment and any other instruments served in connection with the exercise by shareholders of their dissenters' rights pursuant to the NJBCA and received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsnotices of dissent and demands for payment under the NJBCA. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyParent, require the Company to (x) make any payment with respect to any demands such notice of dissent or demand for appraisal payment or (y) offer to settle or settle any such demandsnotice of dissent or demand for payment.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any shares of Company Common Shares Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand, demand and has properly demanded, appraisal for demands the fair value of such Company Common Shares in accordance withshares pursuant to, and who complies in all respects with, Section 1701.85 the provisions of Articles 5.12 and 5.13 of the OGCL TBCA (such shares, the “Common Appraisal SharesDissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(c(the “Dissenting Shares,” and together with the Cancelled Shares and the Converted Company Restricted Shares, the “Excluded Shares”), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Articles 5.12 and 5.13 of the TBCA (and at the Effective Time shall be converted into the right to receive Time, such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Dissenting Shares shall ceaseno longer be outstanding and shall automatically be canceled and shall cease to exist, and such Common Appraisal Shares holder shall instead be deemed cease to have been converted into any rights with respect thereto, except the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made fair value of such Dissenting Shares in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued provisions of Articles 5.12 and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 5.13 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”TBCA), unless and until such holder shall not remain outstanding have failed to perfect or shall have effectively withdrawn or lost rights to receive the fair value of such shares of Company Common Stock under the TBCA. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Company Common Stock shall thereupon be treated as provided in Section 2.01(d), but instead shall be if they had been converted into and become exchangeable for the right to receive such consideration receive, as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any Effective Time, the Merger Consideration for each such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right share of appraisal pursuant to the OGCLCompany Common Stock, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d3.1(a). (c) , without any interest thereon. The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisal to exercise dissenter’s rights in respect of any shares of Company Capital Common Stock, attempted withdrawals of such demands and Parent shall have any other instruments served pursuant to the right TBCA and received by the Company relating to shareholders’ dissenter’s rights and (ii) the opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsdemands for fair value under the TBCA. Prior to the Effective Time, the The Company shall not, without the except with prior written consent of Parent, voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demands, or agree to do any demand for payment. Any portion of the foregoing. Merger Consideration made available to the Paying Agent pursuant to Section 3.2 to pay for shares of Company Common Stock for which dissenter’s rights have been perfected shall be returned to Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsupon demand.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to set forth in this Section 2.03)Agreement, any Company Common Shares that are XXXXX Units issued and outstanding immediately prior to the Effective Time and held by a shareholder holder who is entitled to demand, has not tendered in the Offer and has properly demanded, exercised appraisal for rights in respect of such Company Common Shares XXXXX Units in accordance with, and who complies in all respects with, Section 1701.85 with §4A-705 of the OGCL MLLCA (such sharesXXXXX Units being referred to collectively as the “Dissenting Units” until such time as such holder fails to perfect, “Common Appraisal Shares”), withdraws or otherwise loses such holder’s appraisal rights under the MLLCA with respect to such XXXXX Units) shall not be converted into a right to receive the Consideration but instead shall be entitled to payment for such XXXXX Units determined in accordance with §4A-705 of the MLLCA; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal pursuant to §4A-705 of the MLLCA, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by §4A-705 of the MLLCA, such XXXXX Units shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right 3.4 upon surrender of such shareholder to be paid the fair cash value certificate formerly representing such XXXXX Units or transfer of such Common Appraisal Shares shall ceaseBook-Entry Units, and such Common Appraisal Shares shall instead be deemed to have been converted into as the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereoncase may be. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company XXXXX LLC shall give prompt notice to Parent Belpointe PREP of any demands received by the Company XXXXX LLC for appraisal of any shares XXXXX Units, of Company Capital Stockany withdrawals of such demands and of any other instruments served pursuant to the MLLCA and received by XXXXX LLC relating to 4A-705 of the MLLCA, and Parent Belpointe PREP shall have the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the Company XXXXX LLC shall not, without the prior written consent of ParentBelpointe PREP, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in Shares of Company Capital Stock that have not been voted for approval of this Agreement or consented thereto in writing and with respect to the contrary (but subject to this Section 2.03), any Company Common Shares that are issued which a demand for payment and outstanding immediately prior to the Effective Time appraisal has been properly made and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares perfected in accordance with, and who complies in all respects with, with Section 1701.85 262 of the OGCL DGCL (such shares, “Common Appraisal Dissenting Shares”)) or shares that have not voted in favor of the Merger and with respect to which dissenters’ rights have not terminated, shall will not be converted into the right to receive from the Surviving Corporation the portion of the Merger Consideration as provided in Section 2.01(c), but otherwise payable with respect to such shares at or after the Effective Time and the holder thereof shall be entitled only to such rights are as granted by the DGCL. If a holder of Dissenting Shares (a “Dissenting Stockholder”) fails to perfect, withdraws or loses his or her demand for such payment and appraisal or such Dissenting Shares (or such other shares with respect to which dissenters’ rights have not terminated) become ineligible for such payment and appraisal, then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares will cease to be Dissenting Shares (or, in the case of such other shares, the dissenters’ rights shall have terminated) and each share of Company Capital Stock will be converted into the right to receive such consideration as may receive, and will be determined to be due to such shareholder pursuant to exchangeable for, the procedures set forth in Section 1701.85 portion of the OGCL; provided that if any Merger Consideration into which such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Dissenting Shares shall cease, and such Common Appraisal Shares shall instead be deemed to would have been converted into the right pursuant to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon2.1. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give Buyer and Sub prompt notice to Parent of any demands demand received by the Company from a holder of Dissenting Shares for appraisal of any shares of Company Capital Stock, withdrawals of such demands and Parent any other instruments served pursuant to the DGCL and received by the Company, and copies of any correspondence received by the Company relating to any such demand or potential demand, and the Surviving Corporation and Buyer shall have the right to participate in and direct and, after the Effective Time, to direct, all negotiations and Actions proceedings with respect to such demandsdemand. Prior to the Effective TimeThe Company agrees that, the Company shall not, without except with the prior written consent of ParentBuyer and Sub, or as required under the DGCL, it will not voluntarily make any payment with respect to, or settle or offer or agree to settle, any such demandsdemand for appraisal. Each Dissenting Stockholder who, or agree pursuant to do any the provisions of Section 262 of the foregoing. Parent shall notDGCL, except with the prior written consent becomes entitled to payment of the Companyvalue of the Dissenting Shares will receive payment therefor after the value therefor has been agreed upon or finally determined pursuant to such provisions, require the Company to make and any payment Merger Consideration that would have been payable with respect to any demands for appraisal or offer to settle or settle any such demandsDissenting Shares will be retained by Buyer.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary contrary, (but subject a) if the Effective Time shall occur on or after the 21st day following the mailing by Momentive of the Information Statement to this Section 2.03the Momentive stockholders (such 21st day, the “Dissenting Deadline”), any Company then shares of Momentive Common Shares Stock that are issued and outstanding immediately prior to the Effective Time and held that are owned by a shareholder holders of such Momentive Common Stock who is entitled to demand, and has have properly demanded, perfected their right of appraisal for such Company Common Shares in accordance with, and who complies in all respects with, within the meaning of Section 1701.85 of 262 DGCL (the OGCL (such shares, “Common Appraisal Dissenting Shares”), ) shall not be converted into common units of Holdco in accordance with Sections 2.2(b) and 2.3(b), but instead shall be cancelled and converted into the right to receive payment of the Merger Consideration as provided appraised value of such Dissenting Shares in accordance with Section 2.01(c), but at 262 of the DGCL; and (b) if the Effective Time shall be converted into the right occur prior to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCLDissenting Deadline, then the right shares of such shareholder to be paid the fair cash value of such Momentive Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares Stock that are issued and outstanding immediately prior to the Effective Time and held that are owned by a shareholder holders of such Momentive Common Stock who is entitled have not voted in favor of or consented to demandthe Momentive Merger and the Holdco Merger prior to the Effective Time will be treated as Dissenting Shares and shall not be converted into common units of Holdco in accordance with Sections 2.2(b) and 2.3(b) until the earlier of (i) the Dissenting Deadline; and (ii) the date on which such holder has provided its written approval or consent to the Momentive Merger and the Holdco Merger; provided that, and if on or prior to the Dissenting Deadline, such holder has properly demanded, exercised appraisal for such 6 3/4% Preferred Shares rights with respect thereto in accordance with, and who complies with, with Section 1701.85 262 of the OGCL (DGCL, then, notwithstanding the foregoing, such shares, “Preferred Appraisal Shares” and, together shares of Momentive Common Stock will not be converted into common units of Holdco in accordance with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(dSections 2.2(b) and 2.3(b), but instead will be entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, further, that, in each of cases (a) and (b), if, at any time, any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, each share of Momentive Common Stock held by such person shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 one common unit of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding Holdco in accordance with Section 2.01(dSections 2.2(b) and 2.3(b). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to At the Effective Time, the Company any holder of Dissenting Shares shall not, without the prior written consent of Parent, make cease to have any payment rights with respect tothereto, or settle or offer to settle, any such demands, or agree to do any except the rights provided in Section 262 of the foregoing. Parent shall not, except with DGCL and as provided in the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsprevious sentence.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary (but subject and to this Section 2.03)the extent available under the CICL, any Company Common all Shares that are issued and outstanding immediately prior to the Effective Time and are held by a shareholder shareholders who is entitled shall have validly exercised and not effectively withdrawn or lost their rights to demanddissent from the Merger, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, with Section 1701.85 238 of the OGCL CICL (such sharescollectively, the “Common Appraisal Dissenting Shares” and holders of Dissenting Shares collectively being referred to as “Dissenting Shareholders”)) shall be cancelled and cease to exist at the Effective Time, shall not be converted into entitled to receive the Per Share Merger Consideration and shall instead be entitled to receive only the payment of the fair value of such Dissenting Shares held by them determined in accordance with the provisions of Section 238 of the CICL. (b) For the avoidance of doubt, all Shares held by Dissenting Shareholders who shall have failed to exercise or who shall have effectively withdrawn or lost their dissenter rights under Section 238 of the CICL shall thereupon (i) not be deemed to be Dissenting Shares, and (ii) be cancelled and cease to exist in exchange for, at the Effective Time, the right to receive the Per Share Merger Consideration as Consideration, without any interest thereon, in the manner provided in Section 2.01(c), but at the Effective Time 3.6. HoldCo shall be converted into the right to receive such consideration as may be determined promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the aggregate Per Share Merger Consideration so due and payable to such shareholder pursuant to the procedures set forth in Section 1701.85 shareholders of the OGCL; provided that if any Company who have failed to exercise or who shall have effectively withdrawn or lost such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in dissenter rights under Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 238 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d)CICL. (c) The Company shall give HoldCo (i) prompt notice to Parent of any notices of objection or notices of dissent to the Merger or demands for appraisal, under Section 238 of the CICL received by the Company, attempted withdrawals of such objection, dissents or demands, and any other instruments served pursuant to the CICL and received by the Company for appraisal relating to the exercise of any shares of Company Capital Stockrights to dissent from the Merger or appraisal rights, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsnotice of dissenter right or demand for appraisal under the CICL. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyHoldCo, require the Company make any offers or agree to make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger or any demands for appraisal appraisal, or offer to settle or settle any such demands or approve any withdrawal of any such dissenter rights or demands. (d) In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to Section 238(2) of the CICL, the Company shall serve written notice of the authorization and approval of this Agreement, the Plan of Merger and the Transactions on such shareholders pursuant to Section 238(4) of the CICL within 20 days of obtaining the Shareholder Approval at the Shareholders Meeting.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary (but subject and to this Section 2.03)the extent available under the Cayman Act, any Company Common Shares that are issued and outstanding immediately prior to the Second Merger Effective Time and that are held by a shareholder Company Shareholders who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in have complied with all respects with, Section 1701.85 of the OGCL requirements of Section 238 of the Cayman Act prior to the vote on the Second Merger (such shares, the “Common Appraisal Company Dissenting Shares”), ) shall not be converted into into, and such Company Shareholders shall have no right to receive, the applicable Second Merger Consideration unless and until such Company Shareholder does not elect to dissent in accordance with Section 238(5) of the Cayman Act or withdraws such notice (to the extent permissible by law), thereupon the Company Shares owned by that Company Shareholder shall (i) no longer be deemed to be Company Dissenting Shares and (ii) be cancelled and cease to exist in exchange for, as of the Second Merger Effective Time, the right to receive the applicable Second Merger Consideration as under Section 2.3(f)(i) in the manner provided in Section 2.01(c2.7(d), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior Prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal SharesClosing, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give PubCo and SPAC prompt notice to Parent of any demands for dissenters’ rights received by the Company for appraisal and any withdrawals of any shares of such demands and the Company Capital Stock, and Parent shall have the right to participate in and direct control over all negotiations and Actions proceedings with respect to such demands. Prior to dissenters’ rights (including the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company ability to make any payment with respect to any exercise by a Company Shareholder of its rights to dissent from the Second Merger or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal of any such dissenter rights or demands); provided that the Company shall promptly inform and consult with SPAC with respect to its plans on any such negotiations and proceedings reasonably in advance and consider SPAC’s comments thereon in good faith.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and shares of FirstMerit Common Stock held by a shareholder person (a “Dissenting Shareholder”) who is entitled to demandhas not voted in favor of, or consented to, the adoption of this Agreement and has properly demandedcomplied with all the provisions of the OGCL concerning the right of holders of shares of FirstMerit Common Stock to require payment of the fair cash value of such FirstMerit Common Stock (the “Dissenting Shares”), appraisal for such Company Common Shares in accordance with, with Sections 1701.84 and who complies in all respects with, Section 1701.85 of the OGCL (such shares, “Common Appraisal Shares”)OGCL, shall not be converted into the right to receive the Merger Consideration as provided described in Section 2.01(c1.5(a), but at the Effective Time shall be converted into become the right to receive such consideration as may be determined to be due to such shareholder Dissenting Shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any . If such shareholder Dissenting Shareholder withdraws its demand for appraisal fair cash value or fails to perfect or otherwise loses its right of appraisal rights as a dissenting shareholder, in any case pursuant to the OGCL, then the right each of such shareholder to Dissenting Shareholder’s shares of FirstMerit Common Stock shall thereupon be paid the fair cash value treated as though such shares of such FirstMerit Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have Stock had been converted into the right to receive the Merger Consideration pursuant to Section 1.5(a). FirstMerit shall promptly notify Huntington of each shareholder who asserts rights as a Dissenting Shareholder following receipt of such shareholder’s written demand delivered as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent FirstMerit shall not, except with the prior written consent of the CompanyHuntington, require the Company voluntarily make any payment or commit or agree to make any payment with respect to any demands for appraisal payment, or settle or commit or offer to settle or settle settle, any such demandsrights of a Dissenting Shareholder asserted under Section 1701.85 of the OGCL.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company Common Shares that which are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder holders who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, shall have complied with the provisions of Section 1701.85 262 of the OGCL DGCL (such shares, the “Common Appraisal Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, unless and until the applicable holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment of the fair value of such holder’s Dissenting Shares under Section 262 of the DGCL. If, after the Effective Time, any such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such right, such Dissenting Shares shall thereupon be treated as provided in Section 2.01(c), but if they had been converted at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided Consideration. Notwithstanding anything to the contrary contained in this Section 2.01(c)3.9, without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately if this Agreement is terminated prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCLTime, then the right of such shareholder any holder of Company Shares to be paid the fair cash value of such Preferred Appraisal holder’s Dissenting Shares pursuant to Section 262 of the DGCL shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) . The Company shall give prompt Parent notice to Parent of any written demands for appraisal of Dissenting Shares received by the Company for appraisal under Section 262 of any shares of Company Capital Stockthe DGCL, and shall give Parent shall have the right opportunity to participate in and direct all negotiations and Actions Proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyParent, require the Company to (i) make any payment with respect to any such demands for appraisal or appraisal, (ii) offer to settle or settle any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL or (iv) agree to do any of the foregoing.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder any record holder who is entitled to demand, demand and has properly demanded, appraisal for demands payment of the fair cash value of such Company Common Shares in accordance withas a dissenting shareholder pursuant to, and who complies in all respects with, the provisions of Section 1701.85 of the OGCL (such shares, the “Common Appraisal Dissenting Shares”), ) shall not be converted into the right to receive the Per Share Merger Consideration as provided in payable pursuant to Section 2.01(c2.01(a), but instead at the Effective Time shall be converted into the right become entitled to receive the fair cash value of such consideration as may be determined to be due to such shareholder pursuant to Dissenting Shares in accordance with the procedures set forth in provisions of Section 1701.85 of the OGCL and, at the Effective Time, all such Dissenting Shares shall cease to be outstanding and shall automatically be canceled and cease to exist, and the holder of such Dissenting Shares shall cease to have any rights with respect thereto, except as set forth in this Section 2.05 and the OGCL; provided that . Notwithstanding the immediately preceding sentence, if any such shareholder withdraws its demand for appraisal or holder fails to perfect or otherwise waives, withdraws or loses its the right to proceed under Section 1701.85 of appraisal pursuant the OGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 1701.85 of the OGCL, then the right of such shareholder holder to be paid the fair cash value of such Common Appraisal holder’s Dissenting Shares under Section 1701.85 of the OGCL shall be forfeited and cease, and each of such Common Appraisal holder’s Dissenting Shares shall instead be deemed to have been converted into at the Effective Time into, and shall have become, the right to receive the Per Share Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) Consideration. The Company shall give deliver prompt notice to Parent of any demands received by for the fair cash value of any Shares, attempted withdrawals of such demands and any other instruments delivered to the Company pursuant to the OGCL with respect to a demand for appraisal the fair cash value of any shares of Company Capital Stockthe Shares, and shall provide Parent shall have with the right opportunity to participate in and direct all negotiations and Actions Proceedings with respect to such demandsany demands under Section 1701.85 of the OGCL. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle take any such demandsaction.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03), any Company Common Any Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a shareholder holder of Shares who is entitled has not voted such Shares to demand, adopt and approve this Agreement and who has properly demandedexercised, appraisal for preserved and perfected dissenters' rights with respect to such Company Common Shares in accordance withwith the MBCL, and who complies in all respects withincluding Sections 86 through 98 thereof (the "Dissenting Provisions") and, Section 1701.85 as of the OGCL Effective Time, has neither effectively withdrawn nor lost its right to exercise such dissenters' rights (such shares, “Common Appraisal "Dissenting Shares”"), shall will not be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.4(c), but the holder thereof will be entitled to payment of the fair value of such Dissenting Shares in accordance with the Dissenting Provisions. (b) If any holder of Shares who demands dissenters' rights with respect to such holder's Shares under the MBCL effectively withdraws or loses (through failure to perfect or otherwise) its dissenters' rights, then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder's Shares will automatically be converted into and represent only the right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c2.4(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 upon surrender of the OGCL (certificate or certificates formerly representing such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall will give Logitech Subsidiary (x) prompt notice to Parent of any written intent to demand payment of the fair value of any Shares, withdrawals of such demands and any other instruments served pursuant to the MBCL received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have (y) the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsdissenters' rights under the MBCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, may not voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any exercise of the foregoing. Parent shall dissenters' rights and may not, except with the prior written consent of the CompanyLogitech Subsidiary, require the Company to make any payment with respect to any demands for appraisal settle or offer to settle or settle any such demandsdissenters' rights.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to in this Section 2.03)Agreement, any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and (other than Cancelled Shares) held by a shareholder holder who is entitled to demand, and has properly demanded, exercised appraisal for rights in respect of such Company Common Shares shares in accordance with, and who complies in all respects with, with Section 1701.85 262 of the OGCL DGCL (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares, “Common Appraisal Shares”), ) shall not be converted into the a right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time instead shall be converted into the right entitled to receive payment of such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in accordance with Section 1701.85 262 of the OGCLDGCL; provided provided, that if any if, after the Effective Time, such shareholder withdraws its demand for appraisal or holder fails to perfect perfect, withdraws or otherwise loses its such holder’s right of to appraisal pursuant to Section 262 of the OGCLDGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Company Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 2.01(c3.1(a), without interest thereon, upon surrender of such Certificates formerly representing such Company Shares or transfer of such Book-Entry Shares, as the case may be. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt (and, in any event, within forty-eight (48) hours) notice to Parent of any demands received by the Company for appraisal of any shares Company Shares, of any withdrawals of such demands and of any other instruments served pursuant to the DGCL and received by the Company Capital Stockrelating to Section 262 of the DGCL, and Parent shall have the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoingsuch appraisal demands. Parent shall not, except Any cash deposited with the prior written consent of the Company, require the Company Paying Agent pursuant to make any payment Section 3.2(a) with respect to any demands for appraisal or offer Company Shares that become Dissenting Shares will be returned to settle or settle any such demandsParent upon demand therefor.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company shares of Saratoga Common Shares that Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who is entitled to demand, and has properly demanded, appraisal for shareholders that have not voted such Company Common Shares shares in accordance with, and who complies in all respects with, Section 1701.85 favor of the OGCL Merger and have delivered a written demand for the valuation of such shares in the manner provided in the CGCL (such shares, “Common Appraisal the "Dissenting Shares”), ") shall not be converted into or represent the right to receive the Merger Consideration SJNB Common Stock as provided in Section 2.01(c)2.1 and the holders thereof shall only be entitled to such rights as are granted by Chapter 13 of the CGCL. Each holder of Dissenting Shares that becomes entitled to payment for such shares pursuant to Chapter 13 of the CGCL shall receive payment therefor from the Surviving Corporation in accordance with the CGCL; provided, but at however, that (i) if any such holder of Dissenting Shares shall have failed to establish that such holder is entitled to dissenters' rights as provided in Chapter 13 of the Effective Time CGCL, or (ii) if any such holder of Dissenting Shares shall be converted into have effectively withdrawn the demand for valuation of such shares or lost the right to receive valuation and payment of such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 shares under Chapter 13 of the OGCL; provided that CGCL, or (iii) if any neither the Surviving Corporation nor such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right holder of appraisal pursuant to Dissenting Shares shall have filed a petition demanding a determination of the OGCL, then the right of such shareholder to be paid the fair cash value of all Dissenting Shares within the time provided in section 1309 of the CGCL, such holder's or holders' (as the case may be) shares of Saratoga Common Appraisal Shares Stock shall cease, and such Common Appraisal Shares shall instead thereupon be deemed to have been converted converted, as of the Effective Time, into and represent the right to receive from the Merger Consideration Surviving Corporation the shares of SJNB Common Stock as provided in Section 2.01(c), without interest thereon2.1 hereof. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (ai) Notwithstanding anything in any provision of this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company Common Shares that are issued and outstanding immediately prior to shares of Genovo Capital Stock ("Dissenting ---------- Shares") held by a Genovo Stockholder who has demanded appraisal of such shares ------ in accordance with Section 262 of the DGCL and as of the Effective Time and held by has neither effectively withdrawn nor lost his, her or its right to appraisal of such shares (each such Genovo Stockholder, a shareholder who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of the OGCL (such shares, “Common Appraisal Shares”"Dissenting Holder"), shall not be ----------------- converted into the or represent a right to receive Targeted Common Stock (and cash in lieu of any fractional share) pursuant to Section 1.6(a) of this Agreement, and such Dissenting Holder shall be entitled to only such rights with respect to the Merger Consideration Dissenting Shares as provided in are granted under Section 2.01(c262 of the DGCL. (ii) Each Dissenting Holder who, pursuant to the provisions of the DGCL, becomes entitled to payment of the fair value for his, her or its Dissenting Shares shall receive payment for such shares ("Paid Dissenting --------------- Shares"), but at the Effective Time only after such value shall be converted into the right to receive such consideration as may be have been agreed upon or finally ------ determined to be due to such shareholder by a court of competent jurisdiction pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereonDGCL. (biii) Subject to any redemption made In the event the Paid Dissenting Shares represent in accordance with the Company Articles, any 6 3/4aggregate more than 5% Preferred Shares that are of the number of shares of Genovo Capital Stock (calculated on an as-converted and fully diluted basis) issued and outstanding immediately prior before the Effective Time, any amount paid by Targeted or the Surviving Corporation to any Dissenting Holder or Holders for Paid Dissenting Shares in excess of the value (as determined below) such Dissenting Holder(s) would have received in the Merger for such Paid Dissenting Shares shall constitute "Excess Payments"; provided, however, that in the event the Paid --------------- Dissenting Shares represent in the aggregate more than 7% of the number of shares of outstanding Genovo Capital Stock (calculated on an as-converted and fully diluted basis), any amount paid for Paid Dissenting Shares in excess of such 7% shall not constitute Excess Payments, and neither Targeted nor the Surviving Corporation shall have any recourse to the Effective Time Escrow Fund (as defined in Section 8.4(a) of this Agreement) or otherwise to the Genovo Stockholders pursuant to this Agreement for such amount. Each of Targeted and held by a shareholder who is Genovo agree that an amount equal to one-half of the Excess Payments shall constitute Damages (as defined in Section 8.2 of this Agreement) and, subject to Section 8.3 of this Agreement, Targeted shall be entitled to demandrecover from the Escrow Fund that number of Indemnification Escrow Shares (as defined in Section 8.4(a) of this Agreement) with a value equal to such amount, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(dArticle Eight of this Agreement. For purposes of this subsection (iii), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to value a Dissenting Holder would have received in the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws Merger for his, her or its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Paid Dissenting Shares shall be deemed to be the product obtained by multiplying (A) the aggregate number of shares of Targeted Common Stock such Dissenting Holder would have remained outstanding been entitled to receive in accordance the Merger, as set forth on the Distribution Schedule, if she, he or it were not a Dissenting Holder by (B) the Merger Price (as defined in subsection (g) of this Section 1.6). Each of Targeted and Genovo acknowledges and agrees that the portion of the Excess Payments constituting Damages for purposes of the indemnification provisions of Article Eight of this Agreement constitute an adjustment to the total consideration payable to the Genovo Stockholders in connection with Section 2.01(d)the Merger. (civ) The Company shall give prompt notice to Parent Notwithstanding the provision of subsection (i) of this Section 1.6(f), if any Dissenting Holder who demands received by the Company for appraisal of any his, her or its shares of Company Genovo Capital Stock under Section 262 of the DGCL shall effectively withdraw or lose his, her or its right to appraisal, then as of the later of the Effective Time and the occurrence of such withdrawal or loss of such rights to appraisal, Targeted shall issue and deliver, upon surrender by such holder of certificate or certificates representing shares of Genovo Capital Stock, and Parent shall the number of shares of Targeted Common Stock to which such holder would have otherwise been entitled to receive in the right to participate Merger, as set forth in and direct all negotiations and Actions with respect the Distribution Schedule, less the number of shares issuable to such demands. Prior Dissenting Holder that shall be deposited in the Escrow Fund pursuant to the Effective Time, the Company shall not, without the prior written consent Article Eight of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsthis Agreement.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to At the contrary (but subject to this Section 2.03)Effective Time, any Company all Common Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such Company holder of Common Shares in accordance withwho, and who complies in all respects with, Section 1701.85 as of the OGCL Effective Time, (a) did not vote in favor of the Merger, (b) complied with all of the provisions of the Bermuda Companies Act concerning the right of holders of Common Shares to require appraisal of their Common Shares pursuant to the Bermuda Companies Act and (c) did not fail to exercise such shares, right or did not deliver an Appraisal Withdrawal (the “Common Appraisal Dissenting Shares”)) shall automatically be canceled and, shall not be unless otherwise required by applicable Law, converted into the right to receive receive, the Merger Consideration pursuant to Section 2.01 and Section 2.02, and any holder of Dissenting Shares shall, in the event that the fair value of a Dissenting Share as provided in appraised by the Supreme Court of Bermuda under Section 2.01(c)106(6) of the Bermuda Companies Act (the “Appraised Fair Value”) is greater than, but at the Effective Time shall Merger Consideration, be converted into the right entitled to receive such consideration as may be difference from the Surviving Company by payment made within 30 days after such Appraised Fair Value is finally determined to be due pursuant to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereonprocedure. (b) Subject In the event that a holder fails to exercise any redemption made in accordance with right to appraisal within one month after the date the notice convening the Company ArticlesShareholders Meeting has been given, effectively withdraws or otherwise waives any 6 3/4% Preferred Shares that are issued and outstanding immediately prior right to the Effective Time and held by a shareholder who is entitled to demandappraisal (each, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the an “Appraisal SharesWithdrawal”), such holder shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due have no other rights with respect to such shareholder pursuant to the procedures set forth in Dissenting Shares other than as contemplated by Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d)2.01. (c) The Company shall give prompt Parent (i) written notice to Parent of (A) any demands for appraisal of Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communication received by the Company in connection with the foregoing and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of any shares the fair value of Company Capital Stockthe Dissenting Shares and (ii) to the extent permitted by applicable Law, and Parent shall have the right opportunity to participate with the Company in and direct all any settlement negotiations and Actions proceedings with respect to such demandsany demands for appraisal under the Bermuda Companies Act. Prior to the Effective Time, the The Company shall not, without the prior written consent of ParentParent or as otherwise required by an order of a Governmental Entity of competent jurisdiction, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment negotiate with respect to any demands for appraisal or to, offer to settle or settle any such demandsdemands or applications, or waive any failure to timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of the Surviving Company.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary (but subject to this Section 2.03)contrary, any shares of Company Common Shares that are issued and Stock outstanding immediately prior to before the Effective Time and held by a shareholder holder who is entitled to demand, and has properly demandeddemanded and perfected the right, if any, for appraisal for such Company Common Shares of those shares in accordance with, and who complies in all respects with, with the provisions of Section 1701.85 262 of the OGCL Delaware Law and as of the Effective Time has not withdrawn or lost such right to such appraisal (such shares, “Common Appraisal Dissenting Shares”), ) shall not be converted into or represent a right to receive the Merger Consideration, and the holder thereof shall only be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the Delaware Law. At the Effective Time, the Dissenting Shares will no longer be outstanding and will automatically be canceled and will cease to exist, and each holder of Dissenting Shares will cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262 of the Delaware Law. (b) If a holder of shares of Company Common Stock who demands appraisal of those shares under the Delaware Law effectively withdraws or loses (through failure to perfect or otherwise) the right to appraisal, then those shares will be deemed to have been converted at the Effective Time into and represent only the right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c1.6(a), without interest thereon. (b) Subject to any redemption made in accordance interest, upon compliance with the Company Articlesprovisions, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior subject to the Effective Time and held by a shareholder who is entitled to demandlimitations, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, of Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d)1.9. (c) The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisal of any shares of Company Capital Common Stock, attempted withdrawals of such demands, and Parent shall have any other instruments received by the right Company relating to participate in stockholders’ rights of appraisal, and (ii) the opportunity to direct all negotiations and Actions proceedings with respect to such demandsdemands for appraisal under the Delaware Law. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal or of Company Common Stock, offer to settle or settle any such demands, approve any withdrawal of any such demands, or agree or commit to do any of the foregoing.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to in this Section 2.03)Agreement, any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of the OGCL (such shares, “Common Appraisal Shares”), shall not be converted into the right to receive Merger Consideration if they are held by a holder who (x) has not voted in favor of the Merger Consideration as or consented thereto, (y) has properly demanded appraisal of such Shares in the time and manner provided in Section 2.01(c), but at 262 of the DGCL and (z) as of the Effective Time shall be Time, has not effectively waived, withdrawn or lost that holder’s rights to such appraisal under the DGCL (such Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or effectively waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such Shares). Instead of being converted into the right to receive Merger Consideration as of the Effective Time, such Dissenting Shares shall be entitled to receive only such consideration as may shall be determined to be due with respect to such shareholder Dissenting Shares pursuant to the procedures set forth in Section 1701.85 262 of the OGCLDGCL; provided provided, however, that if any such shareholder withdraws its demand for appraisal or fails holder shall have failed to perfect or otherwise loses its shall have effectively waived, withdrawn or lost such holder’s right to appraisal and payment under Section 262 of appraisal pursuant to the OGCLDGCL, then (i) the right of such shareholder holder to be paid such consideration as is determined to be due pursuant to Section 262 of the fair cash value of DGCL shall cease and (ii) such Common Appraisal holder’s Dissenting Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration as provided in Section 2.01(c), (without interest thereon. (b) Subject to and less any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is amounts entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, be deducted or withheld pursuant to Section 1701.85 3.3) upon the surrender of the OGCL (Certificates or Book Entry Shares previously representing such shares, “Preferred Appraisal Dissenting Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) . The Company shall give provide Parent prompt written notice to Parent of any demands received by the Company for appraisal of the fair value of any shares Shares under the DGCL, any waiver or withdrawal of any such demand (other than any such waiver set forth in any Stockholder Written Consent), and any other demand, notice, or instrument delivered to the Company Capital Stockprior to the Effective Time that relates to such demand, and Parent shall have the opportunity and right to participate direct, in and direct all consultation with the Company, any negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or settle settle, or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary contrary, no Company Shares, the holder of which (but subject to this a "Dissenting Stockholder") has properly exercised and perfected dissenters' rights of appraisal under Section 2.03262 of Delaware Law (a "Dissenting Share"), any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of the OGCL (such shares, “Common Appraisal Shares”), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive any Merger Consideration, but such Dissenting Stockholder shall be entitled to receive such consideration as may shall be determined pursuant to be due Section 262 of the DGCL with respect to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCLDissenting Share; provided that if any such shareholder withdraws its demand for appraisal or fails Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise loses lost his, her or its right of rights to appraisal pursuant to under the OGCLDGCL, then the right each of such shareholder to be paid the fair cash value of such Common Appraisal Dissenting Stockholder's Dissenting Shares shall cease, and such Common Appraisal Shares shall instead thereupon be deemed to have been converted into the right to receive the Merger Consideration applicable thereto as provided in Section 2.01(c)if such Dissenting Share had not been a Dissenting Share at the Effective Time, without any interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demandedsuch share shall thereupon no longer be a Dissenting Share. Company shall give Parent (i) prompt notice of any written demands for appraisal in respect of any Company Shares, appraisal for withdrawals of such 6 3/4% Preferred Shares in accordance withdemands, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder any other instruments served pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for DGCL (including, without limitation, instruments concerning appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, dissenters' rights) and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal the exercise of dissenters' rights in respect of any Company Shares or offer to settle or settle any such demands. Each holder of Company Shares who becomes entitled pursuant to Section 262 of the DGCL to payment for such shares under the provisions of such section shall receive payment therefor from the Surviving Corporation and such Company Shares shall be canceled.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03), any Company Common Shares that are issued and outstanding immediately prior to At the Effective Time and Time, each Common Share held by a shareholder who is entitled holder who, as of the Effective Time, (i) did not vote in favor of the Merger, (ii) complied with all of the provisions of the Bermuda Companies Act concerning the right of holders of Common Shares to demandrequire appraisal of their Common Shares pursuant to the Bermuda Companies Act, and has properly demanded, appraisal for (iii) did not fail to exercise such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of right or did not deliver an Appraisal Withdrawal (the OGCL (such shares, “Common Appraisal Dissenting Shares”), shall not will automatically be converted into cancelled and, unless otherwise required by applicable Law, the holder thereof will have the right to receive the Per Share Merger Consideration pursuant to and in accordance with Section 2.01 and Section 2.02, and any holder of a Dissenting Share will, in the event that the fair value of a Dissenting Share as provided in appraised by the Supreme Court of Bermuda under Section 2.01(c)106(6) of the Bermuda Companies Act (the “Appraised Fair Value”) is greater than the Per Share Merger Consideration, but at the Effective Time shall be converted into the right entitled to receive such consideration as may be difference from the Surviving Company by payment made within 30 days after such Appraised Fair Value is finally determined to be due pursuant to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereonprocedure. (b) Subject In the event that a holder (i) fails to exercise any redemption made in accordance with right to appraisal within one month after the date the notice convening the Company ArticlesShareholders Meeting has been given, or (ii) effectively withdraws or otherwise waives any 6 3/4% Preferred Shares that are issued and outstanding immediately prior right to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 (each of the OGCL foregoing (such sharesi) or (ii), “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the an “Appraisal SharesWithdrawal”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due holder will have no other rights with respect to such shareholder pursuant to the procedures set forth in Dissenting Shares other than as contemplated by Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, 2.01 and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d)2.02. (c) The Company shall will give prompt Parent (i) written notice to Parent of (A) any demands for appraisal of Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communication received by the Company in connection with the foregoing and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of any shares the fair value of Company Capital Stockthe Dissenting Shares and (ii) to the extent permitted by applicable Law, and Parent shall have the right opportunity to participate with the Company in and direct all any settlement negotiations and Actions proceedings with respect to such demandsany demands for appraisal under the Bermuda Companies Act. Prior to the Effective Time, the The Company shall will not, without the prior written consent of ParentParent or as otherwise required by an order of a Governmental Entity of competent jurisdiction, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment negotiate with respect to any demands for appraisal or to, offer to settle or settle any such demandsdemands or applications, or waive any failure to timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act. Payment of any amount payable to holders of Dissenting Shares will be the obligation of the Surviving Company.

Dissenters’ Rights. (aThe provisions of this Section 3.1(e) Notwithstanding shall not apply unless the shareholders of the Company are determined to have the right to dissent from the Merger, and receive the fair value of their Shares, pursuant to Sections 607.1301-607.1333 of the FBCA. In such event, and notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand, demand and has properly demanded, demands appraisal for of such Company Common Shares in accordance withpursuant to, and who complies in all respects with, Section 1701.85 the applicable provisions of the OGCL FBCA (such shares, the “Common Appraisal SharesDissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(cOffer Price (the “Dissenting Shares,” and together with the Cancelled Shares, the “Excluded Shares”), but instead such holder shall be entitled to payment of the appraised value of such Shares in accordance with the applicable provisions of the FBCA (and at the Effective Time shall be converted into the right to receive Time, such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Dissenting Shares shall ceaseno longer be outstanding and shall automatically be cancelled and shall cease to exist, and such Common Appraisal Shares holder shall instead be deemed cease to have been converted into any rights with respect thereto, except the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made appraised value of such Dissenting Shares in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 applicable provisions of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”FBCA), unless and until such holder shall not remain outstanding have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the FBCA. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as provided in Section 2.01(d), but instead shall be if they had been converted into and become exchangeable for the right to receive such consideration receive, as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Offer Price for each such Share in accordance with Section 3.1(a), without any interest thereon. The Company shall notgive Parent (i) prompt notice of any written demands for appraisal of any Shares, without attempted withdrawals of such demands and any other instruments served pursuant to the prior written consent FBCA and received by the Company relating to shareholders’ rights of Parent, make any payment appraisal and (ii) the opportunity to participate in negotiations and proceedings with respect to, or settle or offer to settle, any such demands, or agree to do any of demands for appraisal under the foregoingFBCA. Parent The Company shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal to, or settle, or offer or agree to settle or settle settle, any such demandsdemand for payment.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary (but subject to this Section 2.03)contrary, any shares of Company Common Shares Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder holder who is entitled to demand, and has properly demanded, appraisal for not voted such Company Common Shares shares in accordance with, favor of the Merger nor consented thereto in writing and who complies shall have delivered a written demand for appraisal of such shares in all respects withthe manner provided by the DGCL and who, Section 1701.85 as of the OGCL (such shares, “Common Appraisal Shares”)Effective Time, shall not be converted into the have effectively withdrawn or lost such right to appraisal ("Dissenting Shares") shall be entitled to such rights (but only such rights) as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Merger Consideration Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish his entitlement to appraisal rights as provided in Section 2.01(c)262 of the DGCL, but at (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such shares or lost his right to appraisal and payment for his Shares under Section 262 of DGCL or (iii) if neither any holder of Dissenting Shares nor the Effective Time Surviving Corporation shall 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 Dissenting Shares and each such Dissenting Share shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding exchanged in accordance with Section 2.01(d)2. (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything At the Effective Time, each Company Common Share held by a holder who, as of the Effective Time, (i) did not vote in this Agreement to favor of the contrary Merger, (but subject to this Section 2.03), any ii) complied with all of the provisions of the Bermuda Companies Act concerning the right of holders of Company Common Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, require appraisal for such of their Company Common Shares in accordance withpursuant to the Bermuda Companies Act, and who complies in all respects with, Section 1701.85 of (iii) did not fail to exercise such right or did not deliver an Appraisal Withdrawal (the OGCL (such shares, “Common Appraisal Dissenting Shares”), shall not will automatically be converted into cancelled and, unless otherwise required by applicable Law, the holder thereof will have the right to receive the Per Share Merger Consideration pursuant to and in accordance with Section 2.01 and Section 2.02, and any holder of a Dissenting Share will, in the event that the fair value of a Dissenting Share as provided in appraised by the Supreme Court of Bermuda under Section 2.01(c)106(6) of the Bermuda Companies Act (the “Appraised Fair Value”) is greater than the Per Share Merger Consideration, but at the Effective Time shall be converted into the right entitled to receive such consideration as may be difference from the Surviving Company by payment made within thirty (30) days after such Appraised Fair Value is finally determined to be due pursuant to such shareholder pursuant appraisal procedure. (b) In the event that a holder (i) fails to exercise any right to appraisal within one (1) month after the procedures set forth in Section 1701.85 date the notice convening the Company Shareholders Meeting has been given, or (ii) effectively withdraws or otherwise waives any right to appraisal (each of the OGCL; provided that if any foregoing (i) or (ii), an “Appraisal Withdrawal”), such shareholder withdraws its demand for appraisal or fails holder will have no other rights with respect to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Dissenting Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into other than the right to receive the Per Share Merger Consideration as provided in contemplated by Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued 2.01 and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d)2.02. (c) The Company shall will give prompt Parent (i) written notice to Parent of (A) any demands for appraisal of Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communication received by the Company in connection with the foregoing and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of any shares the fair value of Company Capital Stockthe Dissenting Shares and (ii) to the extent permitted by applicable Law, and Parent shall have the right opportunity to participate with the Company in and direct all any settlement negotiations and Actions proceedings with respect to such demandsany demands for appraisal under the Bermuda Companies Act. Prior to the Effective Time, the The Company shall will not, without the prior written consent of ParentParent or as otherwise required by an order of a Governmental Entity of competent jurisdiction, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment negotiate with respect to any demands for appraisal or to, offer to settle or settle any such demandsdemands or applications, or waive any failure to timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act. Payment of any amount payable to holders of Dissenting Shares will be the obligation of the Surviving Company.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary contrary, each share (but subject to this Section 2.03), any if any) of Company Common Shares that are Stock issued and outstanding immediately prior to before the Effective Time and held by a shareholder who is entitled for which the holder has the right to demand, and has properly demandedmade a demand for, appraisal for of such Company Common Shares in accordance with, and who complies in all respects with, share under Section 1701.85 262 of the OGCL DGCL (such shares, each a “Common Appraisal SharesDissenting Share”), shall ) will not be converted into the right to receive its portion of the Total Final Merger Consideration as provided by this Agreement at or after the Effective Time, and the Company or the Surviving Corporation will therefore have no obligation to pay the portion of the Total Merger Consideration in Section 2.01(c)respect of any such Dissenting Share, but at unless and until the holder of such shares withdraws his or her demand for dissenters’ rights or becomes ineligible for dissenters’ rights. If, after the Effective Time, any such holder fails to perfect (or otherwise loses) any such right to appraisal, then each such share of such holder will be treated as a share that had been converted as of the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 its portion of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Total Final Merger Consideration as provided in Section 2.01(c)by this Agreement, without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) interest. The Company shall will give prompt notice to Parent Buyer of any demands each demand received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall Buyer will have the right to participate in and direct all negotiations and Actions with respect to proceedings regarding each such demandsdemand. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall will not, except with the prior written consent of the CompanyBuyer (which consent will not be unreasonably withheld, require the Company to make any payment with respect to any demands for appraisal conditioned or delayed), settle or make, or offer to settle or settle make, any payment regarding any such demandsdemand. Each Person holding of record or beneficially owning Dissenting Shares who becomes entitled under Section 262 of the DGCL and this Section 1.14 to payment of the fair value of such Dissenting Shares (and any other payments required by Section 262 of the DGCL) will receive payment therefor from the Disbursing Agent as provided in Section 1.11(f) and shall contribute to the Escrow Account as provided herein.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to set forth in this Section 2.03)Agreement, any Company Common Shares that are issued and outstanding immediately prior to the First Effective Time (other than Cancelled Shares) and held by a shareholder holder who is entitled to demand, has not tendered in the Offer and has properly demanded, exercised appraisal for rights in respect of such Company Common Shares shares in accordance with, and who complies in all respects with, with Section 1701.85 262 of the OGCL DGCL (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares, “Common Appraisal Shares”), ) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment for such shares determined in accordance with Section 262 of the DGCL; provided, however, that if, after the First Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Company Shares shall be treated as if they had been converted as of the First Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c3.1(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Shares, as the case may be. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares Company Shares, of any withdrawals of such demands and of any other instruments served pursuant to the DGCL and received by the Company Capital Stockrelating to Section 262 of the DGCL, and Parent shall have the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the First Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to set forth in this Section 2.03)Agreement, any shares of Company Common Shares that are Stock issued and outstanding immediately prior to the Effective Time (other than Remaining Shares and Converted Shares) and held by a shareholder holder who is entitled to demand, did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and has properly demanded, exercised appraisal for rights in respect of such Company Common Shares shares in accordance with, and who complies in all respects with, with Section 1701.85 262 of the OGCL DGCL (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares, “Common Appraisal Shares”), ) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment for such shares determined in accordance with Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c3.1(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Shares, as the case may be. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Common Stock, of any withdrawals of such demands and of any other instruments served pursuant to the DGCL and received by the Company relating to Section 262 of the DGCL, and Parent shall have the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any other Section of this Agreement to the contrary contrary, (but subject to this Section 2.03), any Company a) Common Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder holder who is entitled to demand, has not voted in favor of the Merger or consented thereto in writing and who has demanded properly demanded, in writing appraisal for such Company Common Shares in accordance with, and who complies in all respects with, with Section 1701.85 262 of the OGCL DGCL (such sharescollectively, the “Dissenting Common Appraisal Shares”), ) shall not be converted into into, or represent the right to receive receive, the Merger Consideration as provided in Section 2.01(c)Consideration, but at the Effective Time shall be converted into the right to receive unless such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or holder fails to perfect or withdraws or otherwise loses its his right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall ceaseappraisal, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder holder who is entitled to demand, has not voted in favor of the Merger or consented thereto in writing and who has demanded properly demanded, in writing appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, with Section 1701.85 262 of the OGCL DGCL (such sharescollectively, the “Dissenting Preferred Appraisal Shares” and, together with the Dissenting Common Appraisal Shares, the “Appraisal Dissenting Shares”), ) shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into into, or represent the right to receive receive, the Preferred Merger Consideration, unless such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or holder fails to perfect or withdraws or otherwise loses its his right to appraisal. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal pursuant under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the OGCLrelief provided by Section 262 of the DGCL, then the right of such shareholder holder to be paid receive, subject to and net of any applicable withholding of Taxes, payment of the fair cash appraised value of such Preferred Appraisal Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL shall cease, cease and such Preferred Appraisal Shares Dissenting Shares, (x) if Dissenting Common Shares, shall thereupon be deemed to have remained outstanding been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in accordance with the manner provided in Section 2.01(d)2.2, of the Certificate(s) or Book Entry Share(s) that formerly evidenced such Dissenting Common Shares, and (y) if Dissenting Preferred Shares, 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 Preferred Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.2, of the Preferred Certificate(s) that formerly evidenced such Dissenting Preferred Shares. (cb) The Company shall give Parent prompt notice to Parent of any demands for appraisal received by Company, withdrawals of such demands and any other instruments served on or otherwise received by Company pursuant to the Company for appraisal of any shares of Company Capital StockDGCL, and Parent shall have the right to participate in and direct all negotiations and Actions proceedings with respect to such demandsdemands for appraisal under DGCL. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyParent, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (aThe provisions of this Section 3.1(e) Notwithstanding shall not apply unless the shareholders of the Company are determined to have the right to dissent from the Merger, and receive the fair value of their Shares, pursuant to Sections 607.1301 -607.1333 of the FBCA. In such event, and notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand, demand and has properly demanded, demands appraisal for of such Company Common Shares in accordance withpursuant to, and who complies in all respects with, Section 1701.85 the applicable provisions of the OGCL FBCA (such shares, the “Common Appraisal SharesDissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(cOffer Price (the “Dissenting Shares,” and together with the Cancelled Shares, the “Excluded Shares”), but instead such holder shall be entitled to payment of the appraised value of such Shares in accordance with the applicable provisions of the FBCA (and at the Effective Time shall be converted into the right to receive Time, such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Dissenting Shares shall ceaseno longer be outstanding and shall automatically be cancelled and shall cease to exist, and such Common Appraisal Shares holder shall instead be deemed cease to have been converted into any rights with respect thereto, except the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made appraised value of such Dissenting Shares in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 applicable provisions of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”FBCA), unless and until such holder shall not remain outstanding have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the FBCA. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as provided in Section 2.01(d), but instead shall be if they had been converted into and become exchangeable for the right to receive such consideration receive, as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Offer Price for each such Share in accordance with Section 3.1(a), without any interest thereon. The Company shall notgive Parent (i) prompt notice of any written demands for appraisal of any Shares, without attempted withdrawals of such demands and any other instruments served pursuant to the prior written consent FBCA and received by the Company relating to shareholders’ rights of Parent, make any payment appraisal and (ii) the opportunity to participate in negotiations and proceedings with respect to, or settle or offer to settle, any such demands, or agree to do any of demands for appraisal under the foregoingFBCA. Parent The Company shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal to, or settle, or offer or agree to settle or settle settle, any such demandsdemand for payment.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and shares of Company Capital Stock held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of the OGCL (such shares, “Common Appraisal Shares”), Dissenting Holder shall not be converted into the or represent a right to receive the Merger Consideration as provided in consideration pursuant to Section 2.01(c1.7.1(b), but at the Effective Time shall be converted into the right to receive such consideration Section 1.7.1(c), Section 1.7.1(d) or Section 1.7.1(e), as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall ceaseapplicable, and such Common Appraisal Dissenting Holder shall be entitled to only such rights with respect to its Dissenting Shares shall instead be deemed as are granted under Section 262 of the DGCL to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereona holder of Dissenting Shares. (b) Subject Notwithstanding the provisions of Section 1.7.2(a), if any Dissenting Holder who demands appraisal of such Dissenting Holder’s Dissenting Shares under Section 262 of the DGCL shall effectively withdraw or lose his, her or its right to any redemption made in accordance with appraisal, then within 10 Business Days after the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to latest of (i) the Effective Time Time, (ii) the occurrence of such withdrawal or loss of such rights to appraisal and held by (iii) delivery of a shareholder who is entitled to demand, duly executed Letter of Transmittal in the form attached hereto as Exhibit A and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration other documents as may be determined reasonably required by Acquiror or the Paying Agent, and surrender by such holder of a certificate or certificates representing such Dissenting Shares, Acquiror shall deliver the consideration which such holder would have otherwise been entitled to be due receive in the Merger under Section 1.7.1(b)(i), Section 1.7.1(c)(i), Section 1.7.1(d)(i) or Section 1.7.1(e)(i), as applicable, with respect to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCLDissenting Shares, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall ceasewithout interest thereon, and such Preferred Appraisal Shares Dissenting Holder shall thereafter be deemed entitled to receive, as and when payable pursuant to this Agreement, the remaining consideration which such holder would have remained outstanding otherwise been entitled to receive in accordance the Merger under Section 1.7.1(b), Section 1.7.1(c), Section 1.7.1(d) or Section 1.7.1(e), as applicable, with Section 2.01(d)respect to such Dissenting Shares, without interest thereon. (c) The Company shall give Acquiror (A) prompt notice to Parent of any demands written demand for appraisal received by the Company for appraisal prior to the Effective Time pursuant to the DGCL, any withdrawal of any shares of such demand and any other demand, notice or instrument delivered to the Company Capital Stockprior to the Effective Time pursuant to the DGCL, and Parent shall have (B) the right opportunity to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment proceedings with respect to any demands for appraisal such demand, notice or instrument. The Company shall not make any payment or settlement offer prior to settle or settle the Effective Time with respect to any such demandsdemand, notice or instrument unless Acquiror shall have given its written consent to such payment or settlement offer.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this provisions of Section 2.03)2.1, any Company shares of Series B Preferred Stock, 15% Preferred Stock, 8% Preferred Stock and Common Shares that Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder holders of such shares who is entitled have not voted in favor of the Merger and with respect to demand, and has which appraisal rights shall have been properly demanded, appraisal for such Company Common Shares demanded in accordance with, and who complies in all respects with, with Section 1701.85 262 of the OGCL Delaware Statute (such shares, “Common Appraisal "Dissenters' Shares”), ") shall not be converted into the right to receive the Merger Consideration as provided above in Section 2.01(c), 2.1 but at the Effective Time shall be converted into the right to receive from the Surviving Corporation such consideration as may be is determined to be due with respect to such shareholder Dissenters' Shares pursuant to the procedures provisions of the Delaware Statute, except that any Dissenters' Shares held by holders of shares who shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal of such shares under the Delaware Statute shall be treated as set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, 2.1 and such Common Appraisal Shares shall instead be thereupon deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration as provided consideration in accordance with Section 2.01(c)2.1, without interest thereon, upon surrender of the certificate or certificates formerly representing such shares to the Surviving Corporation pursuant to the terms of this Agreement. (b) Subject to The Seller shall give the Acquiror (i) prompt written notice of any redemption made in accordance with the Company Articleswritten demands for appraisals, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand withdrawals or demands for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding any other instruments in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands respect thereof received by the Company for appraisal of any shares of Company Capital StockSeller and (ii) the opportunity, and Parent shall have the right to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any demands for appraisal under Section 262 of the foregoingDelaware Statute. Parent shall not, except with the prior written consent of the Company, require the Company to The Seller will not voluntarily make any payment with respect to any demands for appraisal and will not except with the prior written consent of the Acquiror, settle or offer to settle or settle any such demands. (c) The Aggregate Merger Consideration shall be reduced for purposes of Section 2.5(b) and Section 2.6 by the aggregate amount of the following reductions: (i) the Series B Preferred Stock Merger Consideration shall be reduced by an amount equal to the portion of the Series B Preferred Stock Merger Consideration attributable to Dissenters' Shares which are shares of Series B Preferred Stock; (ii) the 15% Preferred Stock Merger Consideration shall be reduced by an amount equal to the portion of the 15% Preferred Stock Merger Consideration attributable to Dissenters' Shares which are shares of 15% Preferred Stock; (iii) the 8% Preferred Stock Merger Consideration shall be reduced by an amount equal to the portion of the 8% Preferred Stock Merger Consideration attributable to Dissenters' Shares which are shares of 8% Preferred Stock; (iv) the Common Stock Merger Consideration shall be reduced by an amount equal to the portion of the Common Stock Merger Consideration attributable to Dissenters' Shares which are shares of Common Stock; and (v) the aggregate principal of and interest outstanding as of the Effective Time with respect to promissory notes issued by the Stockholders of the Seller in consideration or partial consideration of the issuance of shares of Series B Preferred Stock, 15% Preferred Stock, 8% Preferred Stock or Common Stock to such Stockholders and such reduction shall be allocated in accordance with Section 2.1(f) hereof.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any shares of Company Common Shares Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a shareholder any Company stockholder who is entitled to demand, has neither voted in favor of the Merger nor consented thereto in writing and who has demanded properly demanded, in writing appraisal for such Company Common Shares Stock in accordance with, and who complies in all respects with, with Section 1701.85 262 of the OGCL DGCL (such sharescollectively, the “Common Appraisal Dissenting Shares”), shall ) will not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c2.1(c), but rather, the holders of Dissenting Shares will be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time shall Time, such Dissenting Shares will no longer be converted into outstanding and will automatically be cancelled and will cease to exist, and such holders will cease to have any right with respect thereto, except the right to receive the appraised value of such consideration as may be determined to be due to such shareholder pursuant to Dissenting Shares in accordance with the procedures set forth in provisions of Section 1701.85 262 of the OGCLDGCL); provided provided, however, that if any such shareholder withdraws its demand for appraisal or holder fails to perfect or otherwise waives, withdraws or loses its the right to appraisal under the provisions of appraisal pursuant to Section 262 of the OGCLDGCL, then the right of such shareholder holder to be paid the fair cash appraised value of such Common Appraisal holder’s Dissenting Shares shall cease, will cease and such Common Appraisal Dissenting Shares shall instead will be deemed to have been converted into as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration Consideration, without interest, as provided in Section 2.01(c2.1(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to will notify Parent as promptly as reasonably practicable of any demands received by the Company for appraisal of any shares Company Common Stock, withdrawals thereof and any other instruments delivered to the Company pursuant to Section 262 of Company Capital Stockthe DGCL, and Parent shall will have the right to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the Company shall will 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. Parent shall not, except with the prior written consent Any portion of the CompanyMerger Consideration made available to the Payment Agent pursuant to Section 2.3 to pay for Dissenting Shares will be returned to Parent upon demand; provided, require however, that Parent will remain liable to pay, or cause the Company Surviving Corporation to make any payment pay, the Merger Consideration with respect to any demands Company Common Stock covered by the proviso of Section 2.4(a). (c) Notwithstanding anything to the contrary contained herein, each of Parent, Merger Sub and the Company acknowledges and agrees that in any appraisal proceeding under Section 262 of the DGCL with respect to Dissenting Shares and to the fullest extent permitted by applicable Law, neither Parent nor the Surviving Corporation shall assert that the Top-Up Option, the Top-Up Option Shares or any cash or Promissory Note delivered by Merger Sub to the Company as payment for appraisal or offer to settle or settle any such demandsTop-Up Option Shares should be considered in connection with the determination of the fair value of the Dissenting Shares in accordance with Section 262(h) of the DGCL.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this without limitation of Section 2.036.3(d)), any Company if dissenter’s rights are available under the DGCL in connection with the Merger, shares of Brushy Common Shares that are Stock issued and outstanding immediately prior to the Effective Time and that are held by a shareholder any holder who is entitled to demand, exercise dissenter’s rights and has who properly demanded, appraisal for exercises such Company Common Shares in accordance withrights with respect to such shares pursuant to, and who complies in all respects with, Section 1701.85 the applicable provisions of the OGCL DGCL (such shares, the “Common Appraisal Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.01(c)2.1, but but, instead at the Effective Time Time, shall be converted into the right to receive such consideration as may be determined to be due to the holders of such shareholder Dissenting Shares pursuant to the procedures set forth in Section 1701.85 262 of the OGCL; provided that if any DGCL, unless and until such shareholder withdraws its demand for appraisal or fails holders shall have failed to perfect or otherwise loses its right of shall have effectively withdrawn or lost their rights to appraisal pursuant to under the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal DGCL. The Dissenting Shares shall ceasebe treated in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, and such Common Appraisal Shares holder’s shares shall instead thereupon be deemed to have been converted into into, as of the Effective Time, and become exchangeable only for the right to receive receive, as of the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to later of the Effective Time and held by a shareholder who is entitled the time that such right to demandappraisal shall have been irrevocably lost, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shareswithdrawn or expired, the “Appraisal Shares”)Merger Consideration, shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if without any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company interest thereon. Brushy shall give Lilis and the Merger Sub (a) prompt notice to Parent of any written demands received by the Company for appraisal of any shares shares, withdrawals of Company Capital Stock, such demands and Parent shall have any other instruments served pursuant to the right DGCL and received by Brushy relating to rights provided in Section 262 of the DGCL and (b) the opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent Brushy shall not, except with the prior written consent of the CompanyLilis, require the Company voluntarily make or agree to make any payment with respect to any demands for appraisal or appraisals of capital stock of Brushy, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any other term or provision of this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder shareholders who is entitled (i) have not consented to demandthe Merger, and has properly demanded, (ii) have demanded appraisal for such Company Common Shares in accordance withwith the provisions of Section 92A.300 to 92A.500, and who complies in all respects withinclusive, Section 1701.85 of the OGCL NGCL (if such shares, “Common Appraisal provisions provide for appraisal rights for such Shares”) and (iii) have not failed to perfect or effectively withdrawn such demand or otherwise lost their appraisal rights (the "Dissenting Shares"), shall not be converted into or represent the right to receive the Merger Consideration as provided in pursuant to Section 2.01(c), but at the Effective Time 4.1(a) hereof. Such shareholders shall be converted into entitled to have such Shares held by them appraised in accordance with the right provisions of Section 92A.300 to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 92A.500, inclusive, of the OGCL; provided NGCL, except that if any such shareholder withdraws its demand for appraisal or fails all Dissenting Shares held by shareholders who have failed to perfect or have effectively withdrawn or otherwise loses its lost their right of to appraisal pursuant to the OGCL, then the right of such shareholder to be paid Shares under such provisions of the fair cash value of such Common Appraisal Shares NGCL shall cease, and such Common Appraisal Shares shall instead thereupon be deemed to have been converted into into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration as provided issuable in exchange therefor pursuant to Section 2.01(c)4.1(a) hereof, without interest thereonupon surrender in accordance with Section 4.2(b) hereof of the Certificate(s) that formerly represented such Shares. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give Parent (i) prompt notice to Parent of any demands for appraisal received by the Company Company, withdrawals of demands for appraisal of any shares of Company Capital Stockappraisal, and Parent shall have any other instruments served pursuant to the right NGCL and received by the Company, and (ii) the opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsdemands for appraisal under the NGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent, make any payment with respect toto any demands for appraisal, or settle or offer to settle, or settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands demand for appraisal or offer to settle or settle any such demandsrights.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any shares of Company Common Shares that Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who is entitled to demand, and has properly demanded, appraisal for stockholders that have not voted such Company Common Shares shares in accordance with, and who complies in all respects with, Section 1701.85 favor of the OGCL Merger and have delivered a written demand for the payment of such shares in the manner provided in the laws of the State of Illinois (such shares, “Common Appraisal the "Company Dissenting Shares”), ") shall not be converted into or represent the right to receive the Merger Consideration Commerce Common Stock as provided in Section 2.01(c), but at 2.1 and the Effective Time holders thereof shall only be converted into the right to receive such consideration as may be determined to be due entitled to such shareholder rights as are granted by Section 11.70 of the IBCA. Each holder of Company Dissenting Shares that becomes entitled to payment for such shares pursuant to the procedures set forth in Section 1701.85 11.70 of the OGCLIBCA shall receive payment therefor from the Surviving Corporation in accordance with the IBCA; provided provided, however, that if any such shareholder withdraws its demand for appraisal or fails holder of Company Dissenting Shares shall fail to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then shall have effectively withdrawn or lost the right to dissent, such holder's or holders' (as the case may be) shares of such shareholder to be paid the fair cash value of such Company Common Appraisal Shares Stock shall cease, and such Common Appraisal Shares shall instead thereupon be deemed to have been converted converted, as of the Effective Time, into and represent the right to receive from the Merger Consideration Surviving Corporation the shares of Commerce Common Stock and cash as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) 2.1 hereof. The Company shall give Commerce prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Common Stock, and Parent Commerce shall have the right to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of ParentCommerce, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary contrary, if required by the DGCL (but subject only to this Section 2.03the extent required thereby), any Company Common Shares that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by a shareholder holders of such Shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and is entitled to demanddemand and properly demands appraisal of such Shares, and has properly demandedas applicable (the “Dissenting Shares”), appraisal for such Company Common Shares in accordance withpursuant to, and who has properly exercised and perfected his or her demand for appraisal rights under and complies in all respects with, Section 1701.85 262 of the OGCL DGCL (such shares, the “Common Appraisal SharesRights”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c)Consideration, but at the Effective Time and holders of such Dissenting Shares shall be converted into entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the Appraisal Rights (it being understood and acknowledged that such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the appraised value of such consideration as may be determined to be due to such shareholder pursuant Dissenting Shares to the procedures set forth in Section 1701.85 of extent afforded by the OGCLAppraisal Rights); provided provided, however, that if any such shareholder withdraws its demand for appraisal or fails holder (including any holder of Proposed Dissenting Shares) shall fail to perfect or otherwise loses its shall waive, withdraw or lose the right to payment of appraisal pursuant to the OGCLfair value of such Dissenting Shares under the Appraisal Rights, then the right of such shareholder holder to be paid the fair cash value of such Common Appraisal Dissenting Shares shall cease, cease and such Common Appraisal Dissenting Shares shall instead be deemed to have been converted into into, and to have become exchangeable solely for the right to receive receive, without interest or duplication, the Merger Consideration as provided in pursuant to Section 2.01(c2.1(a), without interest thereon. (b) Subject . “Proposed Dissenting Shares” means shares of Common Stock whose holders provide demands for appraisal to any redemption made the Company prior to the Company Stockholders’ Meeting and do not vote in favor of the adoption of this Agreement, in each case in accordance with the Company ArticlesAppraisal Rights. At the Effective Time, any 6 3/4% Preferred holder of Dissenting Shares that are issued shall cease to have any rights with respect thereto, except the Appraisal Rights and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in the first sentence of this Section 2.01(d2.1(b), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) . The Company shall give prompt Parent (i) notice to Parent and copies of any demands received by the Company for appraisal appraisals of any shares of Company Capital Stock, Shares and Parent shall have (ii) the right reasonable opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal or offer to settle or settle any such demands, approve any withdrawal of any such demands, waive any failure to timely deliver a written demand for appraisal or to otherwise comply with the provisions of Section 262 of the DGCL, or agree to do any of the foregoing.

Dissenters’ Rights. (a) Notwithstanding anything in any other Section of this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company Common Shares that are issued and Stock, outstanding immediately prior to the Effective Time and held by a shareholder holder who is entitled to demand, has not voted in favor of the Merger or consented thereto in writing and who has properly demanded, demanded appraisal for such Company Common Shares shares in accordance with, and who complies in all respects with, with Section 1701.85 262 of the OGCL DGCL (such shares, the “Common Appraisal Dissenting Shares”), ) shall not be converted into into, or represent the right to receive, the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration as Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.01(c)3.2, but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided Certificate or Certificates that if any formerly evidenced such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereonDissenting Shares. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give Novartis prompt notice to Parent of any demands for appraisal received by the Company, withdrawals of such demands and any other instruments served on or otherwise received by the Company for appraisal of any shares of Company Capital Stockpursuant to the DGCL, and Parent Novartis shall have the right to participate in and direct control all negotiations and Actions proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyNovartis, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to set forth in this Section 2.03)Agreement, any Company Common Shares that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and held by a shareholder holder who is entitled to demand, and has properly demanded, exercised appraisal for rights in respect of such Company Common Shares shares in accordance with, and who complies in all respects with, with Section 1701.85 262 of the OGCL DGCL (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares, “Common Appraisal Shares”), ) shall not be converted into the a right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time instead shall be converted into the right entitled to receive payment of such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in accordance with Section 1701.85 262 of the OGCLDGCL; provided provided, however, that if any if, after the Effective Time, such shareholder withdraws its demand for appraisal or holder fails to perfect perfect, withdraws or otherwise loses its such holder’s right of to appraisal pursuant to Section 262 of the OGCLDGCL, then or if a court of competent jurisdiction shall determine that such holder is not entitled to the right relief provided by Section 262 of the DGCL, such shareholder to be paid the fair cash value of such Common Appraisal Company Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 2.01(c3.1(a), without interest thereon, upon surrender of such Certificates formerly representing such Company Shares or transfer of such Book-Entry Shares, as the case may be. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares Company Shares, of any withdrawals of such demands and of any other instruments served pursuant to the DGCL and received by the Company Capital Stockrelating to Section 262 of the DGCL, and Parent shall have the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for such appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary contrary, if required by the DGCL (but subject only to this Section 2.03the extent required thereby), any Company Common Shares that are issued and outstanding immediately prior to the Effective Time (other than the Subsidiary Shares and the Cancelled Shares) and that are held by a shareholder holders of such Shares who is have not voted in favor of the adoption of this Agreement or consented thereto in writing and are entitled to demanddemand and properly demand appraisal of such Shares, and has properly demandedas applicable (the “Dissenting Shares”), appraisal for such Company Common Shares in accordance withpursuant to, and who complies have properly exercised and perfected their demands for appraisal rights under and comply in all respects with, Section 1701.85 262 of the OGCL DGCL (such shares, the “Common Appraisal SharesRights”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c)Consideration, but at the Effective Time and holders of such Dissenting Shares shall be converted into entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the Appraisal Rights (it being understood and acknowledged that such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and any such holder shall cease to have any rights with respect thereto other than the right to receive the appraised value of such consideration as may be determined to be due to such shareholder pursuant Dissenting Shares to the procedures set forth in Section 1701.85 of extent afforded by the OGCLAppraisal Rights); provided provided, however, that if any such shareholder withdraws its demand for appraisal or fails holder (including any holder of Proposed Dissenting Shares) shall fail to perfect or otherwise loses its shall waive, withdraw or lose the right to payment of appraisal pursuant to the OGCLfair value of such Dissenting Shares under the Appraisal Rights, then the right of such shareholder holder to be paid the fair cash value of such Common Appraisal Dissenting Shares shall cease, cease and such Common Appraisal Dissenting Shares shall instead be deemed to have been converted into into, and to have become exchangeable solely for the right to receive receive, without interest thereon or duplication, the Merger Consideration as provided pursuant to Section 2.1(a). “Proposed Dissenting Shares” means shares of Common Stock whose holders provide demands for appraisal to the Company prior to the Company Stockholders’ Meeting and do not vote in Section 2.01(c)favor of the adoption of this Agreement, without interest thereon. (b) Subject to any redemption made in each case in accordance with the Company ArticlesAppraisal Rights. At the Effective Time, any 6 3/4% Preferred holder of Dissenting Shares that are issued shall cease to have any rights with respect thereto, except the Appraisal Rights and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) previous sentence. The Company shall give Parent (i) prompt notice to Parent of any demands received by the Company for appraisal appraisals of Shares, of any shares withdrawals of such demands and of any other instruments served pursuant to the DGCL and received by the Company Capital Stockrelating to Appraisal Rights, and Parent shall have (ii) the right reasonable opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyParent, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands, or agree to do any of the foregoing.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company Common Shares that are issued and outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 2.4(b)) and held by a shareholder holder who is entitled to demand, has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly demanded, appraisal for exercised dissenters’ rights (if applicable) with respect to such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 with Subchapter 15D of the OGCL PBCL (such shares, Shares being referred to collectively as the “Common Appraisal Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration ” until such time as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or holder fails to perfect or otherwise loses its such holder’s dissenters’ rights under the PBCL with respect to such Shares) shall not be converted into a right to receive the Merger Consideration, but instead shall be entitled to only such rights as are granted by Subchapter 15D of appraisal the PBCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s dissenters’ rights pursuant to Subchapter 15D of the OGCLPBCL or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Subchapter 15D of the PBCL, such Shares shall be treated as if they had been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, the Merger Consideration in accordance with Articles II and III, without interest thereon. If any demand for fair value is made of Dissenting Shares and the Top-Up Option was exercised prior to the Effective Time, then for purposes of determining the fair value of any Dissenting Shares, the cash received or value of the promissory note issued to the Company pursuant to Section 1.4(b), as applicable, in payment of the exercise price of the Top-Up Option shall be treated as if it had not been paid to or received by the Company and the Top-Up Shares issued shall be treated as if they were not issued or outstanding. Notwithstanding anything to the contrary contained in Section 2.4(a), if the Merger is rescinded or abandoned prior to the Effective Time, then the right of such any shareholder to be paid the fair cash value of such Common Appraisal shareholder’s Dissenting Shares pursuant to Subchapter 15D of the PBCL shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give provide Parent prompt written notice to Parent of any demands received by the Company for appraisal of Shares, any shares withdrawal of any such demand and any other demand, notice or instrument delivered to the Company Capital Stockprior to the Effective Time pursuant to the PBCL that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any . Any portion of the foregoing. Parent Merger Consideration made available to the Paying Agent in respect of any Dissenting Shares shall notbe returned to Parent, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsupon demand.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary (but subject to contrary, other than as provided in this Section 2.03)2.07, any Company Class A Common Shares that are issued and outstanding immediately prior to the First Effective Time and are held by a shareholder holder who is entitled to demand, (i) has duly and has properly demanded, validly demanded appraisal for of such Company Common Shares shares in connection with the First Merger in accordance with, with the DGCL and who complies in all respects with, Section 1701.85 (ii) as of the OGCL First Effective Time, has not effectively withdrawn or lost such appraisal rights (through failure to perfect or otherwise) (such shares, the “Common Appraisal Dissenting Shares”), ) shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 any portion of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder consideration to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed pursuant to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), 2.03 hereto but instead shall be converted into the right to receive only such consideration as may be determined to be due with respect to such shareholder pursuant Dissenting Shares under the DGCL. From and after the First Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to the procedures set forth in Section 1701.85 exist, and a holder of Dissenting Shares shall not be entitled to exercise any of the OGCL; provided that voting rights or other rights of a stockholder of the First Surviving Corporation. (b) Notwithstanding the provisions of Section 2.07(a) above, if any holder of Class A Common Shares who has duly and validly demanded appraisal of such shareholder shares in connection with the First Merger in accordance with the DGCL effectively withdraws its demand for or loses such appraisal or fails rights (through failure to perfect or otherwise loses its right of appraisal pursuant to the OGCLotherwise), then such shares shall no longer be Dissenting Shares and, as of the later of the First Effective Time and the occurrence of such withdrawal or loss, such shares shall automatically be converted into the right of such shareholder to receive the consideration to be paid the fair cash value of pursuant to Section 2.03 hereto with respect to such Preferred Appraisal Shares shall cease, shares pursuant to and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d)this Agreement. (c) The Company shall give Parent reasonably prompt notice to Parent of the receipt of any demands written notice of any demand for appraisal for any Class A Common Shares, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company that relate to any such demand for appraisal of any shares of Company Capital Stockappraisal. Notwithstanding anything in this Agreement to the contrary, and Parent shall have the right and opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsany demand for appraisal in connection with the First Merger (each an “Appraisal Demand”). Prior The Company shall not settle any Appraisal Demand prior to the First Effective Time, the Company shall not, Time without the prior written consent approval of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to in this Section 2.03)Agreement, any Company Common no Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of the OGCL (such shares, “Common Appraisal Shares”), shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 2.01(c)2.01, but at and instead the Effective Time holders of such Dissenting Shares shall be converted into entitled to such rights as are granted by Section 262 of the DGCL (the “Dissenter’s Rights”) (unless and until such stockholder shall have failed to timely perfect, or shall have effectively withdrawn or lost, such stockholder’s right to dissent from the Merger under the DGCL, in which case such stockholder shall be entitled to receive the Merger Consideration in accordance with Section 2.01, without interest thereon, in exchange for such shares of Company Common Stock, and such shares of Company Common Stock shall no longer be deemed to be Dissenting Shares) and to receive such consideration as may be determined to be due with respect to such shareholder Dissenting Shares pursuant to and subject to the procedures set forth in Section 1701.85 requirements of the OGCL; DGCL. In such case, at the Effective Time, the Dissenting Shares shall be deemed to no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except Dissenter’s Rights and as provided that in this Section 2.05. Notwithstanding the foregoing, if any such shareholder withdraws its demand for appraisal or fails holder shall have failed to timely perfect or shall have otherwise loses its right waived, or effectively withdrawn or lost such holder’s Dissenter’s Rights, or a court of appraisal pursuant competent jurisdiction shall determine that such holder is not entitled to the OGCLrelief provided by the Dissenter’s Rights, then the right of such shareholder holder to be paid the fair cash value of such Common Appraisal holder’s Dissenting Shares under the Dissenter’s Rights shall cease, such shares shall no longer be considered Dissenting Shares for purposes hereof, and such holder’s shares of Company Common Appraisal Shares Stock shall instead thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration Consideration, without any interest thereon, as provided in Section 2.01(c), without interest thereon2.01 and Section 2.02. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give provide prompt written notice to Parent of any demands received by the Company for appraisal by any holder of any shares of Company Capital Common Stock, attempted withdrawals of such demands and any other instruments received by or served on the Company pursuant to the DGCL relating to Dissenter’s Rights, and, to the extent permitted by applicable Law, Parent shall have the right to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of ParentParent or as otherwise required by an order of a Governmental Entity of competent jurisdiction, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to To the contrary (but subject to this Section 2.03)extent provided by the OGCL, any Company Common holder of Dissenting Shares that are issued and outstanding immediately prior to shall cease at the Effective Time and held by to have any of the rights of a shareholder who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 respect of the OGCL (such shares, “Common Appraisal Shares”), such Dissenting Shares shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time (unless and until such holders shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails have failed to perfect or otherwise loses its right of appraisal pursuant to shall have effectively withdrawn or lost their dissenters' rights under the OGCL), then and such holder shall merely have the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall ceaseshares under Sections 1701.84 and 1701.85 of the OGCL. Any former holder of Maple Leaf Class A common stock or Class B common stock who after the Effective Time (i) surrenders his certificates representing shares of Maple Leaf Class A common stock or Class B common stock, as the case may be, for exchange pursuant to Section 2.4 hereof, or (ii) validly withdraws his written demand for payment of fair cash value of such shares pursuant to Sections 1701.84 and such Common Appraisal Shares shall instead 1702.85 of the OGCL, will thereupon be deemed to have been converted into the right entitled to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to of the Effective Time pursuant to this Agreement. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such dissenters' rights, such holder's shares of Maple Leaf Class A common stock or Class B common stock, as the case may be, shall thereupon be converted into and held by a shareholder who is entitled become exchangeable for the right to demandreceive, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 as of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal SharesEffective Time, the “Appraisal Shares”)Merger Consideration, shall not remain outstanding as applicable, without any interest thereon, as provided in Section 2.01(d)2.4. Maple Leaf shall give GLB (i) prompt notice of any written demands for payment for any Maple Leaf Class A common stock, but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in without par value, or Class B common stock, without par value, under Section 1701.85 of the OGCL; provided that if , attempted withdrawals of such demands, and any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal other instruments served pursuant to the OGCL, then the right of such shareholder OGCL and received by Maple Leaf relating to be paid the fair cash value of such Preferred Appraisal Shares shall ceasedissenters' rights, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (cii) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsthe exercise of dissenters' rights under the OGCL. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except Except with the prior written consent of the CompanyGLB, require the Company to Maple Leaf shall not voluntarily make any payment with respect to any demands for appraisal payment for Maple Leaf Class A common stock or Class B common stock under the OGCL, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company shares of Common Shares Stock that are issued and outstanding immediately prior to the Effective Time and held that are owned by a shareholder Company Stockholders who is are entitled to demandelect, and has have properly demandedelected, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, to dissent pursuant to Section 1701.85 101 of the OGCL MIBCA (such shares, the “Common Appraisal Dissenting Shares”), shall ) will not be converted into the right to receive the Merger Consideration with respect thereto, unless and until such Company Stockholders fail to perfect their right to dissent under applicable Law or otherwise lose their right to payment as provided dissenting stockholders under the MIBCA, but, instead, such Company Stockholders will be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 2.01(c), but at 101 of the MIBCA. From and after the Effective Time Time, a holder of Dissenting Shares shall not be converted into the right entitled to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 exercise any of the OGCL; provided that if voting rights or other rights of a stockholder of the Surviving Corporation. If any such shareholder withdraws its demand for appraisal or fails Company Stockholders fail to perfect or otherwise loses its effectively withdraw or lose such right to dissent, each share of appraisal pursuant to the OGCL, then the right of Common Stock held by such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead Company Stockholder will thereupon be deemed to have been converted into the right to receive and become exchangeable for, at the Effective Time, the Merger Consideration as with respect thereto, in the manner provided for in Section 2.01(c)3.1, without interest or dividends thereon. (b) Subject The Company will give Buyer (i) prompt notice of any elections to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior dissent filed pursuant to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 101 of the OGCL (MIBCA received by the Company, withdrawals of such shares, “Preferred Appraisal Shares” and, together elections and any other instruments served or delivered in connection with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder elections pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, MIBCA and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to elections under Section 101 of the Effective Time, MIBCA consistent with the obligations of the Company shall notthereunder. Neither the Company nor the Surviving Corporation will, without except with the prior written consent of Parentthe Buyer, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement No Dissenting Holder shall be entitled to receive shares of Pubco Class B Common Stock or any other distributions pursuant to the contrary (but subject provisions of this Article II unless and until the holder thereof shall have failed to this perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Transactions, and any Dissenting Holder shall be entitled only to such rights as are granted by Section 2.03)262 of the DGCL or Section 238 of the Companies Act, as applicable, with respect to Equity Securities owned by such Dissenting Holder. If any Company Common Shares Person who otherwise would be deemed a Dissenting Holder shall have failed to properly perfect or shall have effectively withdrawn or lost the right to dissent under Section 262 of the DGCL or Section 238 of the Companies Act, as applicable, or if a court of competent jurisdiction shall finally determine that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who Dissenting Holder is not entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, relief provided by Section 1701.85 262 of the OGCL (DGCL or Section 238 of the Companies Act, as applicable, with respect to any Equity Securities, such shares, “Common Appraisal Shares”), Equity Securities shall not thereupon be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Pubco Class Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding Stock in accordance with Section 2.01(d2.07(a) or (b). (c) The , as applicable, without interest and less any required Tax withholding, upon surrender of the certificates representing such Equity Securities, as applicable, in accordance with this Agreement. Each of Acquiror and the Company shall give the other (i) prompt written notice to Parent of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company for appraisal it relating to stockholders’ rights of any shares of Company Capital Stockappraisal, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsdemands for appraisal. Prior to Neither Acquiror nor the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall notCompany, except with the prior written consent of the Companyother, require the Company to voluntarily make any payment with respect to any demands for appraisal or appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. (a) If the number of Dissenting Shares as of the Effective Time equals or exceeds five percent (5%) of the total number of Company Shares issued and outstanding as of the Effective Time (the “Dissenting Threshold”), then (i) no holder of any Dissenting Shares will be entitled to payment of the Merger Consideration in respect of such Dissenting Shares, (ii) at the Effective Time, all such Dissenting Shares will no longer be outstanding, will be automatically cancelled, and will cease to exist, and (iii) except as otherwise provided by applicable Law, each holder of any such Dissenting Shares will cease to have any rights with respect to the Dissenting Shares, other than such rights as are granted by Chapter 13 of the CCC. (b) Notwithstanding anything in this Agreement to the contrary (but subject herein, if a holder of any Dissenting Shares fails to this Section 2.03)perfect or otherwise waives, withdraws or loses such holder’s rights under Chapter 13 of the CCC or a court of competent jurisdiction determines that such holder is not entitled to relief under Chapter 13 of the CCC, then any Company Common Shares that are issued and outstanding immediately prior such shares will be deemed to have been converted at the Effective Time and held by a shareholder who is entitled to demandinto, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of the OGCL (such shares, “Common Appraisal Shares”), shall not be converted into will have become the right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 1.6(a) of this Agreement, without any interest thereon. (c) If the OGCL; provided Dissenting Threshold is not met, any share that if had previously been a Dissenting Share will no longer be regarded as such and any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Dissenting Shares shall cease, and such Common Appraisal Shares shall instead will be deemed to have been converted into at the Effective Time into, and will become, the right to receive the Merger Consideration as provided set forth in Section 2.01(c)1.6(a) of this Agreement, without any interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (cd) The Company shall will give Parent (i) prompt notice to Parent of any demands Demand Notice received by the Company for appraisal Company, withdrawals thereof and any other instruments served pursuant to Chapter 13 of any shares of Company Capital Stockthe CCC and received by the Company, and (ii) the Company will cooperate with Parent shall have the right to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent exercise of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any rights of the foregoingholder of Dissenting Shares under Chapter 13 of the CCC. Parent shall The Company will not, except with the prior written consent of the CompanyParent or as otherwise required by applicable Law, require the Company to make any payment with respect to any demands for appraisal such exercise of any such rights of the holder of Dissenting Shares under Chapter 13 of the CCC or offer to settle or settle any such demandsrights. The parties agree that they will not, and this Agreement does not, confer or seek to confer upon any holder of Company Shares any dissenter’s rights or appraisal rights greater than those provided by Chapter 13 of the CCC or otherwise expand or seek to expand the rights provided by Chapter 13 of the CCC.

Dissenters’ Rights. (ai) Notwithstanding anything in any provision of this Agreement to the contrary (but subject to this Section 2.03)contrary, any shares of Company Common Shares that are issued and Stock outstanding immediately prior to the Effective Time and held by a shareholder Persons who is entitled to demand, and has shall have properly demanded, appraisal for demanded payment of the fair cash value of such shares of Company Common Shares Stock in accordance with, and who complies in all respects with, Section 1701.85 with Chapter 23 of the OGCL Tennessee Corporate Statutes (such sharescollectively, “Common Appraisal Shares”), the "DISSENTING SHARES") shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 2.01(c2.1(c), but at the Effective Time . Such Persons shall be converted into the right to receive such consideration as may be determined to be due entitled only to such shareholder pursuant to the procedures set forth in Section 1701.85 rights as are granted under Chapter 23 of the OGCL; provided Tennessee Corporate Statutes, except that if any such shareholder withdraws its demand for appraisal or fails all Dissenting Shares held by Persons who fail to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right who effectively withdraw or lose their rights as Dissenting Shareholders in respect of such shareholder to be paid shares under Chapter 23 of the fair cash value of such Common Appraisal Shares Tennessee Corporate Statutes shall cease, and such Common Appraisal Shares shall instead thereupon be deemed to have been converted into into, as of the Effective Time, the right to receive the applicable portion of the Merger Consideration as provided in Section 2.01(c)Consideration, without interest thereon, upon surrender of the Company Stock Certificate therefor in the manner provided in Section 2.6. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (cii) The Company or the Surviving Corporation, as the case may be, shall give Parent (A) prompt written notice to Parent of any demands by the holders of Dissenting Shares (the "DISSENTING SHAREHOLDERS") received by the Company for appraisal or the Surviving Corporation, withdrawals of such demands, any shares of other instruments served on the Company Capital Stock, or the Surviving Corporation and Parent shall have any material correspondence received by the Company or the Surviving Corporation in connection with such demands; and (B) the right to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, Neither the Company shall not, without nor the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall notSurviving Corporation shall, except with the prior written consent Consent of the CompanyParent, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. Any funds paid to Dissenting Shareholders shall be paid out of the Exchange Fund to the extent such payment is equal to or less than the pro rata portion of the Merger Consideration to which such Person would otherwise be entitled, and, if greater, the excess shall be paid out of the assets of the Surviving Corporation.

Dissenters’ Rights. (a) Notwithstanding anything in any other Section of this Agreement to the contrary (but subject to this Section 2.03)contrary, Common Shares, including any Company Common Shares that are issued and Rights attached thereto, outstanding immediately prior to the Effective Time and held by a shareholder holder who is entitled to demand, has not voted in favor of the Merger or consented thereto in writing and who has demanded properly demanded, in writing appraisal for such Company Common Shares including any Rights attached thereto in accordance with, and who complies in all respects with, with Section 1701.85 262 of the OGCL DGCL (such sharescollectively, the “Common Appraisal Dissenting Shares”), ) shall not be converted into into, or represent the right to receive, the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive, subject to and net of any applicable withholding of Taxes (as defined in Section 3.1(n)(ii)), payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration as Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.01(c)2.2, but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided Certificate or Certificates that if any formerly evidenced such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereonDissenting Shares. (b) Subject to Company shall give Parent prompt notice of any redemption made in accordance with the demands for appraisal received by Company, withdrawals of such demands and any other instruments served on or otherwise received by Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital StockDGCL, and Parent shall have the right to participate in and direct all negotiations and Actions proceedings with respect to such demandsdemands for appraisal under DGCL. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyParent, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Merger Agreement to the contrary (but subject to this Section 2.03)contrary, any Company shares of Class A Common Shares that Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who is entitled to demand, and has properly demanded, appraisal for stockholders that have not voted such Company Common Shares shares in accordance with, and who complies in all respects with, Section 1701.85 favor of the OGCL Merger and have delivered a written demand for the appraisal of such shares in the manner provided in the DGCL (such shares, “Common Appraisal the "Dissenting Shares”), ") shall not be converted into or represent the right to receive the Merger Consideration and the holders thereof shall only be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares that becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have -------- ------- failed to establish that such holder is entitled to appraisal rights as provided in Section 2.01(c)262 of the DGCL, but at or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn the Effective Time shall be converted into demand for appraisal of such shares or lost the right to receive appraisal and payment of such consideration as may be determined to be due to shares under Section 262 of the DGCL, or (iii) if neither the Surviving Corporation nor such shareholder pursuant to holder of Dissenting Shares shall have filed a petition demanding a determination of the procedures set forth value of all Dissenting Shares within the time provided in Section 1701.85 262 of the OGCL; provided that if any DGCL, such shareholder withdraws its demand for appraisal holder's or fails to perfect or otherwise loses its right holders' (as the case may be) shares of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Class A Common Appraisal Shares Stock shall cease, and such Common Appraisal Shares shall instead thereupon be deemed to have been converted converted, as of the Effective Time, into and represent the right to receive from the Surviving Corporation the Merger Consideration Consideration, without interest thereon, as provided in Section 2.01(c), without interest thereon2.1 hereof. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any provisions of this Agreement to the contrary (but subject to this Section 2.03)contrary, any shares of Company Common Shares that Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder Company stockholder who is entitled has not approved of the Merger by written consent or by vote at the Company Stockholder Meeting (as defined in Section 3.10) and, with respect to demand, and has properly demandedwhich, appraisal for such Company Common Shares rights shall have been duly demanded and perfected in accordance with, and who complies in all respects with, with Section 1701.85 262 of the OGCL DGCL (such shares, “Common Appraisal "Dissenting Shares”), ") shall not be converted into the a right to receive ADS Common Stock in accordance with Section 1.4 hereof , or any cash in lieu of fractional shares of ADS Common Stock and any dividends or distributions with respect to ADS Common Stock in accordance with Sections 1.5(d) and 1.5(f) hereof. The holders of Dissenting Shares shall be entitled only to such rights as are granted by Section 262 of the Merger Consideration DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall receive payment therefor from ADS in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish its entitlement to appraisal rights as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 262 of the OGCL; provided that DGCL, (ii) if any such shareholder withdraws holder of Dissenting Shares shall have effectively withdrawn its demand for appraisal of such Dissenting Shares or fails to perfect or otherwise loses lost its right to appraisal and payment for its Dissenting Shares under Section 262 of appraisal pursuant to the OGCLDGCL, then or (iii) if neither any holder of Dissenting Shares nor ADS shall have filed a petition demanding a determination of the right of such shareholder to be paid the fair cash value of all Dissenting Shares within the time provided in Section 262 of the DGCL, such Common Appraisal Shares holder shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into forfeit the right to receive appraisal of such Dissenting Shares, and each such Dissenting Share shall be treated as if such Share had been converted, as of the Effective Time, into a right to receive, subject to the provisions of Sections 1.4 and 1.5 hereof, the Merger Consideration as provided in Section 2.01(c)with respect thereto, without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any other provision of this ------------------ Agreement to the contrary (but subject contrary, shares of SBS Common Stock in respect of which holders shall have perfected appraisal rights pursuant to this Section 2.03), any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 262 of the OGCL DGCL (such sharescollectively, “Common Appraisal the "Dissenters' Shares”), ") shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time Consideration. Such stockholders instead shall be converted into the right entitled to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 payment of the OGCL; provided appraised value of such shares held by them in accordance with the provisions of the DGCL, except that if any such shareholder withdraws its demand for appraisal or fails all Dissenters' Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise loses its right of lost their rights to appraisal pursuant to the OGCL, then the right of such shareholder to be paid shares under the fair cash value of such Common Appraisal Shares DGCL shall cease, and such Common Appraisal Shares shall instead thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive receive, without any interest thereon, the Merger Consideration as upon surrender in the manner provided in Section 2.01(c)3.1 of the certificate or certificates of SBS ----------- Common Stock that, without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demandTime, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (evidenced such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company . SBS shall give NCF (i) prompt notice to Parent of any demands received by the Company each written demand for appraisal of any shares share of Company Capital SBS Common Stock, each attempted withdrawal of any such demand and Parent shall have any other instruments served pursuant to the right DGCL and received by SBS relating to stockholders' rights of appraisal, and (ii) the opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsdemands under the DGCL consistent with the obligations of SBS thereunder. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent SBS shall not, except with the prior written consent of the CompanyNCF, require the Company to (x) make any payment with respect to any demands for appraisal or such demand, (y) offer to settle or settle any such demandsdemand for appraisal or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03), any Company Common Shares that are Each issued and outstanding immediately prior share of Company Capital Stock (excluding any shares to be canceled pursuant to Section 2.3(b)) shall be converted as of the Effective Time and held by into a shareholder who portion of the Adjusted Aggregate Merger Consideration as provided in Section 2.3(a), notwithstanding that certain holders of shares of Company Capital Stock are entitled to demand payment for their shares pursuant to the provisions of Title 7, Article 113 of the Colorado Code (“Article 113”); provided that if any holder of shares of Company Capital Stock is entitled to demanddemand and properly demands payment for such shares (“Dissenting Shares”) pursuant to, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 the provisions of the OGCL (such shares, “Common Appraisal Shares”), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCLArticle 113, then the right of such shareholder holder to receive the consideration for its Dissenting Shares as provided in Section 2.3(a) shall cease and such holder shall instead be entitled to payment of the fair value of such Dissenting Shares in accordance with the provisions of Article 113. Any Dissenting Shares shall be deemed to have been canceled at the Effective Time, and each holder of Dissenting Shares shall have no rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Article 113. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to dissent under Article 113, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Article 113, then the right of such holder to be paid the fair cash value of such Common Appraisal holder’s Dissenting Shares under Article 113 shall cease and such Dissenting Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into at the Effective Time into, and shall have become, the right to receive the Merger Consideration consideration as provided in Section 2.01(c2.3(a), without interest thereon. (b) Subject to any redemption made in accordance with on the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall ceasepayment, and such Preferred Appraisal Shares holders shall be deemed subject to have remained outstanding in accordance with Section 2.01(d). (cthe provisions of Sections 2.7, 3.3 and 11.2(a)(v) The hereof, upon surrender of the certificate representing such shares. Company shall give ATS (i) prompt notice to Parent of any written demands received by the Company for dissenters’ rights or appraisal of any shares of Company Capital Stock, withdrawals of such demands, and Parent shall have any other instruments served pursuant to the right Colorado Code (including instruments concerning appraisal or dissenters’ rights) and received by Company and (ii) the opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior Neither Company nor ATS shall, prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall notClosing, except with the prior written consent Consent of the Companyother party, require and the Company to Shareholders’ Representative shall not, after Closing, voluntarily make any payment with respect to any demands for dissenters’ rights or the appraisal of any shares of Company Capital Stock or offer to settle or settle any such demandsdemands until such Company Shareholder exercising dissenters’ rights or appraisal rights has properly demanded payment for its Dissenting Shares in accordance with the Colorado Code. Notwithstanding the foregoing, to the extent that ATS or Company (i) makes any payment or payments after the Effective Time in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any Damages in respect of any Dissenting Shares (excluding payments for such shares) (together, the “Dissenting Share Payments”), ATS shall be entitled to recover under the terms of Article 11 hereof the amount of such Dissenting Share Payments.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary contrary, shares of Company Stock (but subject to this Section 2.03), any Company Common Shares that the “Dissenting Shares”) which are issued and outstanding immediately prior to the Effective Time and held by a shareholder Shareholder who did not vote in favor of the Merger (or consent thereto in writing), who is entitled to demand, demand and has properly demanded, demands appraisal for of such Company Common Shares in accordance withshares pursuant to, and who complies in all respects with, the provisions of Section 1701.85 262 of the OGCL DGCL (such shares, the “Common Appraisal SharesDissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in payments contemplated by Section 2.01(c)1.5, but instead such Dissenting Shareholder shall be entitled to payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time shall be converted into the right to receive Time, such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Dissenting Shares shall ceaseno longer be outstanding and shall automatically be canceled and shall cease to exist, and such Common Appraisal Shares Dissenting Shareholder shall instead be deemed cease to have been converted into any rights with respect thereto, except the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made fair value of such Dissenting Shares in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, provisions of Section 1701.85 262 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”DGCL), unless and until such Dissenting Shareholder shall not remain outstanding have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Dissenting Shareholder’s Dissenting Shares shall thereupon be treated as provided in Section 2.01(d), but instead shall be if they had been converted into and become exchangeable for the right to receive such consideration receive, as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if Effective Time, the payments contemplated by Section 1.5, without any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) interest thereon. The Company shall give Parent (a) prompt notice to Parent of any written demands received by the Company for appraisal of any shares of Company Capital Stock, attempted withdrawals of such demands and Parent shall have any other instruments served pursuant to the right DGCL and received by the Company relating to stockholders’ rights of appraisal, and (b) the opportunity to participate in and direct all negotiations and Actions Proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal to, or settle, or offer or agree to settle or settle settle, any such demandsdemand for payment or waive any failure by a Shareholder to timely comply with the requirements of the DGCL to perfect or demand appraisal rights. Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any other reasonable 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) (together “Dissenting Share Payments”), Parent shall be entitled to recover under the terms of Article 9 hereof the amount of such Dissenting Share Payments without regard to the Deductible Amount.

Dissenters’ Rights. (a) No later than ten days following the Effective Time, Parent shall cause the Surviving Corporation to deliver notice thereof to holders of Company Common Stock in compliance with Section 262 of the DGCL. Notwithstanding anything in this Agreement to the contrary (but subject contrary, if any holder of Dissenting Shares shall demand to this be paid the “fair value” of its Dissenting Shares, as provided in Section 2.03), any Company Common Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 262 of the OGCL (DGCL, such shares, “Common Appraisal Shares”), Dissenting Shares shall not be converted into or exchangeable for the right to receive the Per Share Merger Consideration Price (except as provided in this Section 2.01(c), but at the Effective Time 5.3) and shall be converted into the right to receive entitle such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 holder of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder Dissenting Shares only to be paid the “fair cash value value” of such Common Appraisal Dissenting Shares, in accordance with Section 262 of the DGCL, unless and until such holder (a) withdraws (in accordance with Section 262(k) of the DGCL) or (b) effectively loses the right to dissent and receive the “fair value” of such Dissenting Shares under Section 262 of the DGCL. If any holder of Dissenting Shares shall ceasehave effectively withdrawn (in accordance with Section 262(k) of the DGCL) or otherwise lost its right to dissent and receive the “fair value” of its Dissenting Shares, then as of the later of the Effective Time or the occurrence of such event, the Dissenting Shares held by such holder shall be cancelled and such Common Appraisal Shares shall instead be deemed to have been converted into and represent solely the right to receive the Per Share Merger Consideration Price pursuant to Section 5.1(c)(iii). If any appraisal is made of Dissenting Shares, then the Purchase Price for the Shares shall be treated as provided if it were not paid to or received by the Company and the Shares issued pursuant to Section 2.1 shall be treated as if they were not issued or outstanding in Section 2.01(c), without interest thereon. (b) Subject to any redemption made connection with the determination of the “fair value” of the Dissenting Shares in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 applicable provisions of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d)DGCL. (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03), any Company belief of the parties that holders of Common Shares that do not have a right to dissent pursuant to Sections 5.11, 5.12 and 5.13 of the TBCA in connection with the Merger, Common Shares which are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder holder who is entitled has filed with the Company prior to demandthe Company Shareholder Meeting a written objection to the Merger in compliance with Section 5.12.A.(1)(a) of the TBCA and not voted such shares in favor of the Merger and the plan of merger (within the meaning of the TBCA) contained in this Agreement and who, and has properly demandedas of the Effective Time, appraisal shall not have effectively withdrawn such objection or otherwise waived any right such holder might have to make a written demand for payment of the fair value of such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of the OGCL (such shares, “Common Appraisal Shares”), "DISSENTING SHARES") shall not be converted into or represent a right to receive Merger Consideration at the Effective Time but instead shall be entitled to such rights (but only such rights), if any, as are granted by Sections 5.11, 5.12 and 5.13 of the TBCA or as set forth below. Each holder of Dissenting Shares who validly and timely makes a written demand on the Surviving Corporation for payment of the fair value of such Dissenting Shares pursuant to Section 5.12.A.(1)(a) of the TBCA, and who complies with Sections 5.12 and 5.13 of the TBCA and does not effectively withdraw or otherwise lose any right such holder may have to demand payment for such Dissenting Shares shall, if it shall be determined pursuant to Section 5.12 of the TBCA that such holder is entitled to a valuation of and payment for such Dissenting Shares, be entitled to receive from the Surviving Corporation the payment determined pursuant to Section 5.12 of the TBCA. If it shall be judicially determined that any holder is not entitled to demand payment for such Dissenting Shares, or such holder shall have effectively withdrawn such holder's demand for payment for such Common Shares (pursuant to, and with the effects set forth in, Section 5.13.C. of the TBCA) or lost such right to appraisal and payment pursuant to Sections 5.11, 5.12 and 5.13 of the TBCA then, immediately upon the occurrence of such event, such holder's Common Shares shall automatically be converted into and represent only the right to receive the Merger Consideration as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c4.1(a), without interest thereon, upon surrender of the Certificate representing such Common Shares and any cash payable in lieu of a fraction of a Parent Ordinary Share or Parent Depositary Share, as the case may be, and any unpaid dividends or other distributions in respect thereof pursuant to Section 4.2(b) and 4.2(d), as applicable. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give Parent (i) prompt notice to Parent of its receipt of any written objections or demands for payment, notices or other communications received pursuant to Sections 5.11, 5.12 and 5.13 of the TBCA, withdrawals of such demands, notices and communications and any other instruments relating to the Merger served pursuant to the TBCA and received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsdemand for valuation and payment for any Common Shares under the TBCA. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyParent or as may be required under applicable Law (in which case Parent shall be consulted), require the Company to voluntarily make any payment with respect to any demands for appraisal the valuation and payment for Common Shares or offer to settle or settle any such demands or approve any withdrawal of such demands. (c) Any and all amounts paid by the Surviving Corporation to holders of Dissenting Shares shall be paid by the Surviving Corporation solely out of its own cash on hand or out of its own borrowings. In no event shall Parent or any of its affiliates (other than the Surviving Corporation and its Subsidiaries) provide, directly or indirectly, any funds to the Surviving Corporation in respect of payments to holders of Dissenting Shares or the repayment of such borrowings.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company shares of AOC Common Shares Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder stockholders who is entitled have not consented to demand, the Merger and has properly demanded, have exercised and perfected appraisal rights or dissenters’ rights for such Company shares of AOC Common Shares Stock in accordance withwith the DGCL (collectively, and who complies in all respects with, Section 1701.85 of the OGCL (such shares, “AOC Dissenting Common Appraisal Shares”), ) shall not be converted into or represent the right to receive the Merger Consideration as provided Holdings Common Stock issuable in Section 2.01(c)respect of such AOC Dissenting Common Shares. Such stockholders shall instead be entitled to receive payment of the fair value of such shares of AOC Common Stock held by them in accordance with the DGCL, but at unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their dissenters’ rights under the Effective Time DGCL. All AOC Dissenting Common Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their dissenters’ rights under the DGCL shall thereupon be deemed to be converted into the right and to receive such consideration have become exchangeable for, as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCLEffective Time, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as Holdings Common Stock issuable in respect of such AOC Dissenting Common Shares upon their surrender in the manner provided in Section 2.01(c), without interest thereon1.9. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company AOC shall give Holdings prompt written notice to Parent of any demands by dissenting stockholders received by the Company for appraisal AOC, withdrawals of such demands and any shares of Company Capital Stockother instruments served on AOC and any material correspondence received by AOC in connection with such demands, and Parent Holdings shall have the right to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without Except with the prior written consent of ParentHoldings, or to the extent required by applicable law, AOC shall not make any payment with respect to, or offer to settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary (but subject and to this Section 2.03)the extent available under the NRS, any shares of Company Common Shares Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a shareholder stockholders of the Company who is entitled to demand, shall have neither voted in favor of the Merger nor consented thereto in writing and has who shall have demanded properly demanded, in writing appraisal for such Company Common Shares Stock in accordance with, and who complies in all respects with, with Section 1701.85 92A.380 of the OGCL NRS and otherwise complied with all of the provisions of the NRS relevant to the exercise and perfection of dissenters’ rights (such sharescollectively, the “Common Appraisal Dissenting Shares”), ) shall not be converted into the into, and such stockholders shall have no right to receive receive, the Merger Consideration as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 applicable portion of the OGCL; provided that if any Aggregate Transaction Consideration unless and until such shareholder withdraws its demand for appraisal or stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the NRS. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal pursuant to the OGCL, then the right of such shareholder to be paid shares of Company Common Stock under Section 92A.380 of the fair cash value of such Common Appraisal Shares NRS shall cease, and such Common Appraisal Shares shall instead thereupon be deemed to have been converted into into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration as applicable portion of the Aggregate Transaction Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.01(c4.03(c), without interest thereonof the Certificate or Certificates that formerly evidenced such shares of Company Common Stock (as the case may be). (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior Prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal SharesClosing, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give SPAC (i) prompt notice to Parent of any demands for appraisal received by the Company for appraisal and any withdrawals of any shares of Company Capital Stocksuch demands, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demandsdemands for appraisal under the NRS. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanySPAC (which consent shall not be unreasonably withheld), require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any Company shares of Series A-1 Preferred Stock and Common Shares Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a shareholder any Person who is entitled to demand, demand and has properly demanded, demands appraisal for of such Company shares of Series A-1 Preferred Stock and Common Shares in accordance withStock (“Dissenting Shares”) pursuant to, and who complies in all respects with, Section 1701.85 262 of the OGCL DGCL (such shares, “Common Appraisal SharesSection 262”), ) shall not be converted into the right to receive the Merger Consideration consideration as provided in Section 2.01(c)2.6, but rather the holders of such Dissenting Shares shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262 (and at the Effective Time such Dissenting Shares shall no longer be converted into outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the fair value of such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth Dissenting Shares in accordance with Section 1701.85 of the OGCL262); provided provided, however, that if any such shareholder withdraws its demand for appraisal or fails holder shall fail to perfect or otherwise loses its shall waive, withdraw or lose the right of to appraisal pursuant to the OGCLunder Section 262, then the right of such shareholder holder to be paid the fair cash value of such Common Appraisal holder’s Dissenting Shares shall cease, cease and such Common Appraisal Dissenting Shares shall instead be deemed to have been converted into as of the Effective Time into, and to have become exchangeable solely for the right to receive the Merger Consideration receive, consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with 2.6. Promptly following the receipt by the Company Articlesof written consents of Stockholders constituting the Company Stockholder Consent, the Company shall provide each record holder of Series A-1 Preferred Stock and Common Stock who shall not have voted in favor of the Merger or consented thereto in writing, with notice (such notice to be subject to Parent’s review and consent) of such holder’s appraisal rights pursuant to Section 262. The Company shall give Parent (i) prompt notice of any 6 3/4% Preferred Shares that are issued and outstanding immediately written demands for appraisal received by the Company prior to the Effective Time and held by a shareholder who is entitled to demandTime, withdrawals of such demands, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder any other instruments served pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, DGCL and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right (ii) opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. The parties acknowledge that a condition to Simtek's obligations under this Agreement is that the Group Stockholders unanimously approve the Merger. However, the parties also acknowledge that Simtek may waive such condition at or prior to Closing and that the unanimous approval of the Merger by the Group Stockholders is not required under the DGCL. In the event the Group Stockholders do not unanimously approve the Merger and Simtek waives such condition, the parties agree as follows: (a) Notwithstanding anything in this Agreement to the contrary in this Agreement, if appraisal rights are available to holders of Group Common Stock pursuant to Section 262 of the DGCL (but subject to this "Section 2.03262"), any Company each outstanding share of Group Common Shares that are issued Stock, the holder of which has demanded and outstanding immediately prior to perfected his demand for appraisal of the Effective Time and held by a shareholder who is entitled to demand, fair value of such shares in accordance with Section 262 and has properly demanded, not effectively withdrawn or lost his right to such appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of (the OGCL (such shares, “Common Appraisal "Dissenting Shares”"), shall not be converted into the or represent a right to receive the Merger Consideration Consideration, but the holder thereof shall be entitled only to such rights as are granted by Section 262. Group shall give Simtek prompt written notice upon receipt of any such written demands for appraisal of the fair value of shares of Group Common Stock and of withdrawals of such demands and any other instruments provided pursuant to Section 262 (any stockholder duly making such demand being hereafter called a "Dissenting Stockholder"). Each Dissenting Stockholder who becomes entitled, pursuant to the provisions of Section 262, to payment for his shares of Group Common Stock shall receive payment therefor from Simtek, as the surviving corporation (but only after the amount thereof shall have been agreed upon or at the times and in the amounts required by Section 2.01(c262), but at and such shares of Group Common Stock shall be cancelled. (b) If any holder of shares of Group Common Stock who demands appraisal of the Effective Time fair value of his shares under Section 262 shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such appraisal, the shares of the Group Common Stock of such holder shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the a right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereonConsideration. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary contrary, if required by the DGCL (but subject only to this Section 2.03the extent required thereby), any Company Common Shares that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares and the Converted Shares) and that are held by a shareholder holders of such Shares (or “beneficial owners” (as defined, for purposes of this Section 3.1(b), in Section 262(a) of the DGCL) of such Shares) who is have not voted in favor of the adoption of this Agreement or consented thereto in writing and are entitled to demanddemand and properly demand appraisal of such Shares, and has properly demandedas applicable (the “Dissenting Shares”), appraisal for such Company Common Shares in accordance withpursuant to, and who complies have properly exercised and perfected their demands for appraisal rights under and comply in all respects with, Section 1701.85 262 of the OGCL DGCL (such shares, the “Common Appraisal SharesRights”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c)Consideration, but at the Effective Time and holders or beneficial owners of such Dissenting Shares shall be converted into entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the Appraisal Rights (it being understood and acknowledged that such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the appraised value of such consideration as may be determined to be due to such shareholder pursuant Dissenting Shares to the procedures set forth in Section 1701.85 of extent afforded by the OGCLAppraisal Rights); provided provided, that if any such shareholder withdraws its demand for appraisal holder or fails beneficial owner (including any holder or beneficial owner of Proposed Dissenting Shares) shall fail to perfect or otherwise loses its shall waive, withdraw or lose the right to payment of appraisal pursuant to the OGCLfair value of such Dissenting Shares under the Appraisal Rights, then the right of such shareholder holder or beneficial owner to be paid the fair cash value of such Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Capital Stock, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.Dissenting

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary contrary, shares (but subject to this Section 2.03), any “Dissenting Shares”) of Company Common Shares Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a shareholder holder who is entitled has not voted to demand, adopt this Agreement or assented thereto in writing and has the right to demand and has properly demanded, appraisal for demanded payment of the fair value of such Company Common Shares shares by filing a written notice of such holder's election to dissent from the Merger in accordance with, and who complies in all respects with, with Section 1701.85 623 of the OGCL NYBCL (such shares, “Common Appraisal SharesSection 623”), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c)2.1 of this Agreement, but at rather the Effective Time holders of Dissenting Shares shall be converted into the right entitled to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 payment of the OGCLfair value of such Dissenting Shares in accordance with Section 623 and Section 910 of the NYBCL (“Section 910”); provided provided, however, that if any such shareholder withdraws its demand for appraisal or holder fails to perfect or otherwise waives, withdraws or loses its the right of appraisal pursuant to the OGCLdissent under Section 623 and Section 910, then the right of such shareholder holder to be paid the fair cash value of such Common Appraisal holder's Dissenting Shares shall cease, cease and such Common Appraisal Dissenting Shares shall instead be deemed to have been canceled, extinguished and converted into as of the Effective Time into, and to have become exchangeable solely for the right to receive receive, the Merger Consideration as provided in Section 2.01(c)2.1, without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal Shares, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) . The Company shall give Parent (i) a prompt written notice to Parent of any demands received by the Company for appraisal dissenting of any shares of Company Capital Common Stock, any withdrawal of any such demand and Parent shall have any other demand, notice or instrument delivered to the right Company prior to participate in the Effective Time pursuant to the NYBCL that relates to such demand, and (ii) the opportunity to direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary (but subject and to this Section 2.03)the extent available under the NRS, any the shares of Company Common Shares Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a shareholder stockholders of the Company who is entitled to demand, shall have neither voted in favor of the Merger nor consented thereto in writing and has who shall have demanded properly demanded, in writing dissenters’ or appraisal rights for such Company Common Shares Stock in accordance withwith NRS Chapter 92A (as provided in NRS 92A.380 and 92A.390), and who complies in otherwise complied with all respects with, Section 1701.85 of the OGCL (such shares, “Common Appraisal Shares”)provisions of the NRS relevant to the exercise and perfection of appraisal rights, shall not be converted into the into, and such stockholders shall have no right to receive receive, the Per Share Merger Consideration as provided in Section 2.01(c), but at the Effective Time shall be converted into the right to receive unless and until such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or stockholder fails to perfect or withdraws or otherwise loses his, her or its right dissenters’ or appraisal rights and payment under the NRS. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ or appraisal pursuant to the OGCL, then the right rights of such shareholder to be paid the fair cash value shares of such Company Common Appraisal Shares Stock under NRS Chapter 92A, shall cease, and such Common Appraisal Shares shall instead thereupon be deemed to have been converted into into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Merger Consideration as Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 2.01(c)3.02, without interest thereonof the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are issued and outstanding immediately prior Prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares in accordance with, and who complies with, Section 1701.85 of the OGCL (such shares, “Preferred Appraisal Shares” and, together with the Common Appraisal SharesClosing, the “Appraisal Shares”), shall not remain outstanding as provided in Section 2.01(d), but instead shall be converted into the right to receive such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) The Company shall give Rxxx (i) prompt notice to Parent of any demands received by stockholder of the Company for who has demanded to the Company dissenters’ or appraisal rights and any withdrawals of any shares of Company Capital Stocksuch demands, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and Actions proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the CompanyRxxx (which consent shall not be unreasonably withheld), require the Company to make any payment with respect to any demands for dissenters’ or appraisal rights or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.03)contrary, any shares of Company Common Shares that are Stock, if any, issued and outstanding immediately prior to the Effective Time and held by a shareholder holder who is entitled to demand, has not voted in favor of the Merger and who has properly demanded, delivered a written demand for appraisal for of such Company Common Shares shares in accordance with, and who complies in all respects with, with Section 1701.85 262 of the OGCL DGCL (such shares, “Common Appraisal Shares”), a "DISSENTING STOCKHOLDER") shall not be converted into the right to receive the Merger Consideration as consideration provided in Section 2.01(c), but 3.2 hereof at or after the Effective Time shall be converted into the right to receive Time, unless and until such consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or holder fails to perfect or effectively withdraws or otherwise loses its such holder's right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such the shares of Company Common Appraisal Shares shall cease, and such Common Appraisal Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration as provided in Section 2.01(c), without interest thereon. (b) Subject to any redemption made in accordance with the Company Articles, any 6 3/4% Preferred Shares that are Stock issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to demand, and has properly demanded, appraisal for such 6 3/4% Preferred Shares Dissenting Stockholder ("DISSENTING SHARES") in accordance with, and who complies with, Section 1701.85 with the provisions of the OGCL (DGCL, provided that such sharesDissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, “Preferred Appraisal Shares” and, together all Dissenting Shares shall be cancelled and cease to exist and shall represent only the right to receive the fair value thereof in accordance with the Common Appraisal SharesDGCL. If, after the “Appraisal Shares”)Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder's right to appraisal, such Dissenting Stockholder's Dissenting Shares shall not remain outstanding thereupon be treated as provided in Section 2.01(d)if they had been converted, but instead shall be converted as of the Effective Time, into the right to receive such the Merger consideration as may be determined to be due to such shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL; provided that if any such shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the fair cash value of such Preferred Appraisal Shares shall cease, and such Preferred Appraisal Shares shall be deemed to have remained outstanding in accordance with Section 2.01(d). (c) 3.2 hereof. The Company shall give Source (a) prompt notice to Parent of any demands received by the Company for appraisal, withdrawals of demands for appraisal of and any shares of Company Capital Stock, other instruments served under the DGCL and Parent shall have (b) the right opportunity to participate in and direct all negotiations and Actions negotiations, proceedings or settlements with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to not voluntarily make any payment with respect to any demands for appraisal and shall not, except with Source's prior written consent, settle or offer to settle or settle any such demands.