Common use of Dissenters’ Rights Clause in Contracts

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without the prior written consent of Parent and Purchaser, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and held if required by holders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (but only to the “Dissenting Shares”extent required thereby), shall Dissenting Shares will not be converted into the right to receive the Merger Consideration, but shallinstead, by virtue at the Effective Time, will be converted into the right to receive payment of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only fair value of such consideration as shall be determined pursuant to Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided that if DGCL unless and until any such holder of Dissenting Shares (a “Dissenting Stockholder”) fails to perfect or effectively withdraws, waives or loses its rights to appraisal and payment under the DGCL (it being understood that at the Effective Time such Dissenting Shares shall no longer be outstanding). Whether before or after the Effective Time, if any Person who otherwise would be deemed a Dissenting Stockholder with respect to any shares of Company Common Stock or Company Preferred Stock shall have failed to perfect or shall have effectively withdrawn or lost such holderPerson’s right to appraisal and payment of such shares of Company Common Stock or Company Preferred Stock, as applicable, held by such holder under Section 262 of the DGCL, such holder’s Shares shares of Company Common Stock or Company Preferred Stock, as applicable, shall no longer be deemed Dissenting Shares. Instead, such shares of Company Common Stock and Company Preferred Stock shall be deemed to have treated as though they had been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled for such shares of Company Common Stock or Company Preferred Stock, as applicable, subject to be deducted the terms of this Agreement. The Company or withheld pursuant to Section 2.6(e))the Surviving Corporation shall, and the Parent shall cause it to, promptly consent to any request by a Person to withdraw such Shares shall not be deemed to be Dissenting SharesPerson’s dissent at any time in whole or in part. The Company shall give deliver prompt notice to the Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Sharesappraisal, withdrawals of such demands and any other related instruments served pursuant to Section 262 of the DGCLDGCL and, in each case case, received by the Company prior to the Effective Time. From and after the Effective Time, the Parent and Purchaser the Surviving Corporation shall have the right to direct and participate in and direct all negotiations and proceedings with respect to to, and shall be fully responsible for, such demands, and the . The Company shall not, without and shall not agree to, except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, to any demands for appraisal or settle or compromise rights with respect to any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in Any provision of this Agreement to the contrarycontrary notwithstanding, Shares if required by the DGCL (but only to the extent required thereby), shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the First Effective Time, Time (other than the Cancelled Shares) and that are held by holders of such shares who are entitled to have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights under with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of with respect to any such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to shares held by any such appraisal and payment under the DGCL holder (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration or the Preferred Merger Consideration, but shallas applicable, by virtue and holders of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and such Dissenting Shares shall be entitled to only such consideration as shall be determined pursuant to Section 262 receive payment of the DGCL; provided that if fair value of such Dissenting Shares in accordance with the provisions of such Section 262, unless and until any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s right loses its rights to appraisal and payment under the DGCL. If, after the First Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such holder’s Dissenting Shares shall thereafter be deemed to have no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted as of into, at the First Effective Time into Time, the right to receive the Merger Consideration (less or the Preferred Merger Consideration, as applicable, without any amounts entitled to be deducted or withheld pursuant to interest thereon, in accordance with Section 2.6(e2.1(a)). At the First Effective Time, and such any holder of Dissenting Shares shall not be deemed cease to be Dissenting Shareshave any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (i) prompt notice to Parent and Purchaser of any demands received by the Company for appraisal appraisals of any Dissenting Shares, withdrawals shares of such demands and any other instruments served pursuant to Company Common Stock or Company Preferred Stock under Section 262 of the DGCL, in each case prior to DGCL and (ii) the Effective Time. Parent and Purchaser shall have the right opportunity to direct and participate in all negotiations and proceedings with respect to such demands, and the . The Company shall not, without except with the prior written consent of Parent and Purchaser(which consent shall not be unreasonably withheld, settle delayed or offer to settleconditioned), or make any payment with respect to, to any such demandsdemands for appraisal or settle, offer to settle or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares any shares of Common Stock or Preferred Stock outstanding immediately prior to the Effective Time, Time and held by holders a holder who are entitled to has not voted in favor of the Merger or consented thereto in writing (a "Dissenting Stockholder") and who has timely delivered a written demand for appraisal rights under of such shares in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “"Dissenting Shares”"), if any, shall not be converted into the right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled unless and no longer outstanding, shall cease until such holder fails to exist perfect or effectively withdraws or otherwise loses his right to appraisal and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of payment under the DGCL; provided that if . If any such holder person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost such holder’s the right to appraisal and payment under the DGCLdissent with respect to any Common Stock or Preferred Stock, such holder’s Shares shares of Common Stock or Preferred Stock shall thereupon be deemed to have treated as though such shares had been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled with respect to be deducted or withheld pursuant to Section 2.6(e)), such Common Stock and such Shares shall not be deemed to be Dissenting SharesPreferred Stock as provided in this Article 1. The Company ARO shall give BDCO (i) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesappraisal, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 applicable law received by ARO relating to stockholders' rights of appraisal and (ii) the DGCL, in each case prior opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and demand for appraisal under the Company DGCL. ARO shall not, without except with the prior written consent of Parent and PurchaserBDCO, settle or offer to settle, or voluntarily make any payment with respect toto any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective TimeTime 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 and properly demands payment of fair value of such shares pursuant to, and held by holders who are entitled to appraisal rights under Section 262 complies in all respects with, the provisions of Chapter 23B.13 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL WBCA (the “Dissenting Shareholder Shares”), and each shareholder holding Dissenting Shareholder Shares, a “Dissenting Shareholder”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and instead such Dissenting Shareholder shall be entitled to only receive such consideration as shall may be determined to be due to such Dissenting Shareholder pursuant to Section 262 Chapter 23B.13 of the DGCL; provided that if WBCA (and at the Effective Time, such Dissenting Shareholder Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such Dissenting Shareholder shall cease to have any rights with respect thereto, except the rights set forth in Chapter 23B.13 of the WBCA), unless and until such holder Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost rights to demand for payment of fair value under Chapter 23B.13 of the WBCA. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such holderright, such Dissenting Shareholder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to appraisal and payment under the DGCLreceive, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive Time, the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to for each such share of Company Common Stock, in accordance with Section 2.6(e)2.1(c), without any interest thereon and such Shares shall not be deemed subject to be Dissenting Sharesany applicable withholding Tax. The Company shall give Parent (i) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal payment of fair value of any Dissenting Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other written instruments served pursuant to Section 262 the WBCA and received by the Company relating to shareholders’ rights to demand payment of fair value and (ii) the DGCL, in each case prior opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and demands for payment of fair value under the WBCA. The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, to any such demands for payment of fair value or settle or offer to settle any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in (a) Subject to Section 2.2(c)(ii) but notwithstanding any other provision of this Agreement to the contrarycontrary and to the extent available under the Cayman Act, SPAC Shares that are issued and outstanding immediately prior to the First Effective Time, Time and that are held by holders SPAC Shareholders who are entitled to appraisal shall have validly exercised their dissenters’ rights under for such SPAC Shares in accordance with Section 262 238 of the DGCL Cayman Act and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 otherwise complied with all of the DGCL and, as provisions of the Effective Time, have neither effectively withdrawn nor lost their Cayman Act relevant to the exercise and perfection of dissenters’ rights to such appraisal and payment under the DGCL (the “Dissenting SPAC Shares,” and the holders of such Dissenting SPAC Shares being the “Dissenting SPAC Shareholders”), ) shall not be converted into the into, and such Dissenting SPAC Shareholders shall have no right to receive receive, the applicable Merger ConsiderationConsideration unless and until such Dissenting SPAC Shareholder fails to perfect or withdraws or otherwise loses his, but shallher or its right to dissenters’ rights under the Cayman Act. The SPAC Shares owned by any SPAC Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, by virtue of her or its dissenters’ rights pursuant to the Merger, be automatically cancelled and no longer outstanding, Cayman Act shall cease to exist be Dissenting SPAC Shares and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the First Effective Time into Time, the right to receive the applicable Merger Consideration Consideration, without any interest thereon in accordance with Section 2.3(c). (less any amounts entitled b) Prior to be deducted or withheld pursuant to Section 2.6(e))the Closing, and such Shares shall not be deemed to be Dissenting Shares. The Company SPAC shall give the Company (i) prompt written notice to Parent and Purchaser of any demands for dissenters’ rights received by the Company for appraisal of SPAC from SPAC Shareholders and any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of (ii) the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right opportunity to direct and participate in all negotiations and proceedings with respect to any such demands, and notice or demand for dissenters’ rights under the Company Cayman Act. SPAC shall not, without except with the prior written consent of Parent and Purchaserthe Company, make any offers or payment or otherwise agree or commit to any payment or other consideration with respect to any exercise by a SPAC Shareholder of its rights to dissent from the First Merger or any demands for appraisal or offer or agree or commit to settle or offer to settle, or make any payment with respect to, settle any such demands, demands or approve any withdrawal of any such demands dissenter rights or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without the prior written consent of Parent and Purchaser, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 of the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are Cayman Companies Law shall be entitled to appraisal rights under Section 262 of receive the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner Merger Consideration as provided in Section 262 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the DGCL andCayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Consideration, without interest thereon, in the manner provided in Section 2.6(e)2.01(c), and such Shares Parent shall not be deemed promptly deposit or cause to be Dissenting Sharesdeposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give prompt notice to Parent and Purchaser (i) copies of notices of objection, notices of dissent, any written demands received by the Company for appraisal of any Dissenting Sharesappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to Section 262 applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right opportunity to direct and participate in or approve all offers, negotiations and proceedings with respect to such demands, and any demand for appraisal under the Cayman Companies Law. The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands or agree or commit demands. In the event that any written notices of objection to do the Merger are served by any shareholders of the foregoingCompany pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. Notwithstanding anything in this Agreement Holders of Company Common Stock may dissent from the Merger and exercise their appraisal rights pursuant to and subject to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to appraisal rights under Section 262 provisions of Sections 31D-13-1301 et seq. of the DGCL and have properly exercised WVBCA. Each outstanding share of Company Common Stock, the holder of which has demanded and perfected their respective demands for appraisal such holder’s right to dissent from the Merger and to be paid the fair value of such Shares shares in the time and manner provided in Section 262 accordance with Sections 31D-13-1301 et seq. of the DGCL WVBCA and, as of the Effective Time, have neither has not effectively withdrawn nor or lost their such dissenters’ rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the or represent a right to receive the Merger ConsiderationConsideration pursuant to Section 2.5, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and holder thereof shall be entitled only to only such consideration rights as shall be determined pursuant to Section 262 of are granted by the DGCLWVBCA; provided provided, however, that if any holder of Company Common Stock demands dissenters’ rights with respect to such holder shall have failed shares under the WVBCA and subsequently effectively withdraws or loses (through failure to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCLotherwise) its dissenters’ rights, such holder’s Shares shall be deemed to have been converted then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Company Common Stock will automatically be converted into and represent only the right to receive the Merger Consideration (less any amounts entitled as provided in Section 2.5, without interest thereon, upon surrender of the certificate(s) formerly representing such shares. After the Effective Time, Parent shall cause the Company to be deducted or withheld pursuant make all payments to Section 2.6(e)), and holders of Dissenting Shares with respect to such Shares shall not be deemed to be Dissenting Sharesdemands in accordance with the WVBCA. The Company shall give Parent: (i) prompt written notice to Parent and Purchaser of any demands received by the notice of intent to demand fair value for any shares of Company for appraisal of any Dissenting SharesCommon Stock, withdrawals of such demands notices, and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to WVBCA and received by the Effective Time. Parent Company; and Purchaser shall have (ii) the right opportunity to direct and participate in all negotiations and proceedings with respect to such demands, and demands for fair value for shares of Company Common Stock under the WVBCA. The Company shall not, without the except with prior written consent of Parent and PurchaserParent, settle or offer to settle, or voluntarily make any payment with respect to, to any demands for fair value for shares of Company Common Stock or 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. Notwithstanding anything in any provision of this Agreement to the contrary, Shares shares of CPT Common Stock which are issued and outstanding immediately prior to the Effective Time, Time and which are held by holders who are entitled to appraisal rights under shall have complied with the provisions of Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the or represent a right to receive Merger Considerationthe applicable CPT Exchange Ratio, but shall, by virtue and holders of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and such Dissenting Shares shall be entitled to only receive payment of the fair value of such consideration as shall be determined pursuant to Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided that if , 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 shall have failed fails to perfect comply with the provisions of Section 262 of the DGCL or shall have effectively withdrawn withdraws or lost loses such holder’s right to appraisal and payment under the DGCLright, such holder’s Dissenting Shares shall thereupon be deemed to have treated as if they had been converted as of at the CPT Effective Time into the right to receive the Merger Consideration (less any amounts entitled applicable CPT Exchange Ratio and the Parent shall remain liable for payment of the CPT Exchange Ratio with respect to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice Notwithstanding anything to Parent and Purchaser the contrary contained in this Section 3.1(d), if this Agreement is terminated prior to the Effective Time, then the right of any demands received by holder of CPT Common Stock to be paid the Company for appraisal of any Dissenting Shares, withdrawals fair value of such demands and any other instruments served holder’s Dissenting Shares pursuant to Section 262 of the DGCL shall cease. CPT shall give Parent notice of any written demands for appraisal of CPT Common Stock received by CPT under Section 262 of the DGCL, in each case prior and shall give Parent the opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings Proceedings with respect to such demands, and the Company thereto. CPT shall not, without except with the prior written consent of Parent and PurchaserInuvo, settle or offer to settle, or (i) make any payment with respect to, to any such demands for appraisal or (ii) 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. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective TimeTime and which are held by a stockholder who is entitled to demand and properly demands appraisal of such shares pursuant to, and held by holders who are entitled to appraisal rights under complies in all respects with, the provisions of Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting SharesStockholders”), shall not be converted into the right to receive the Per Share Merger ConsiderationConsideration (the “Dissenting Shares”), but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and instead such holder shall be entitled to only payment of the fair value of such consideration as shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be determined pursuant outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided that if any ), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right rights to appraisal and payment under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shares of Company Common Stock shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not no longer be deemed to be Dissenting SharesShares and shall thereupon be treated as if they had been converted into the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share of Company Common Stock, in accordance with the terms hereof, without any interest thereon. The Company shall give Parent (i) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesshares of Company Common Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to Section 262 applicable law that are received by the Company relating to stockholders’ rights of appraisal, and (ii) the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right opportunity to direct and participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, and the Company shall not, without the prior written consent of Parent and PurchaserParent, settle or offer to settle, or voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemand for payment.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and any shares of Company Common Stock held by holders any Company Stockholder who are entitled shall have demanded and not lost or withdrawn, or who shall be eligible to demand, appraisal rights under Section 262 with respect to such shares of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares Company Common Stock in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL Delaware Code (the “"Dissenting Shares”), ") shall not be converted into represent the right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, . If any Company Stockholder shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed fail to perfect or shall have effectively withdrawn withdraw or lost such holder’s lose his right to appraisal and payment under the DGCLDelaware Code, as the case may be, each share of Company Common Stock held by such holder’s Shares Company Stockholder shall be deemed thereupon, in accordance with and subject to have been converted as of the Effective Time into provisions set forth in this Article II, represent the right to receive the Merger Consideration Consideration. (less b) The Company shall give Parent prompt notice of any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))demands for appraisal received by the Company, withdrawals of such demands, and such Shares shall not be deemed to be Dissenting Sharesany other communications received by the Company in connection with any demands for appraisal. The Company shall give prompt notice not, except with the written consent of Parent, voluntarily make any payment with respect to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Timedemands. Parent and Purchaser shall have the right to direct and participate in control all negotiations and proceedings with respect to such demandsdemands for appraisal, and including the Company shall not, without the prior written consent of Parent and Purchaser, right to settle or offer to settle, or make any payment with respect to, any such demands, approve . To the extent that Parent or the Company makes any withdrawal payment in respect of any Dissenting Shares, Parent shall be entitled to recover under Article X hereof (i) the aggregate amount by which such payment exceeds the Merger Consideration and (ii) any other costs and expenses, including attorney fees and expenses, incurred in connection with investigating, defending and settling such demands or agree or commit to do any of for appraisal (the foregoingamounts in clauses (i) and (ii) collectively, "Dissenting Share Payments").

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares each share of the Company Common Stock (other than Excluded Shares) outstanding immediately prior to the Effective Time, Time and held by holders a holder who are is entitled to demand and has properly demanded appraisal rights under for such shares of the Company Common Stock in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive Merger Consideration, but shall, by virtue a portion of the Merger, be automatically cancelled Merger Consideration unless and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any until such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses such holder’s right to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or withdraws or loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be deemed to have treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration (less any amounts Consideration, if any, to which such holder is entitled to be deducted or withheld pursuant to Section 2.6(e)3.1(a), and such Shares shall not be deemed to be Dissenting Shareswithout interest. The Company shall give Parent (a) prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Sharesshares of the Company Common Stock issued and outstanding immediately prior to the Effective Time, attempted written withdrawals of such demands demands, and any other instruments served pursuant to Section 262 of the DGCL, in each case prior DGCL and received by the Company relating to stockholders’ rights to appraisal with respect to the Effective Time. Parent Merger and Purchaser shall have (b) the right opportunity to direct and participate in all negotiations and proceedings with respect to any exercise of such demands, and appraisal rights under the DGCL. The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle which shall not be unreasonably withheld, conditioned or offer to settledelayed, or voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything No shareholder who has validly exercised their appraisal and dissention rights pursuant to Section 238 of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided for in this Agreement Section 2.1 with respect to the contrary, shares of Common Stock owned by such shareholder (the “Dissenting Shares”) unless and until such shareholder shall have effectively withdrawn or lost such shareholder’s appraisal and dissention rights under the Cayman Companies Law. Any such shareholder shall instead be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law with respect to such shareholder’s Dissenting Shares outstanding immediately prior to and such Dissenting Shares shall be cancelled at the Effective Time. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Law. The Company shall not, except with the prior written consent of the Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding the foregoing, all Dissenting Shares held by holders any shareholder who are entitled shall have failed to validly exercise their appraisal and dissention rights, withdrawn or lost such shareholder’s rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for to appraisal of such Dissenting Shares in the time and manner provided in under Section 262 238 of the DGCL andCayman Companies Law shall thereupon be deemed to have been converted into, and to have become exchanged for, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to in the manner provided in Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without the prior written consent of Parent and Purchaser, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing2.1.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “No Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and Stockholder shall be entitled to only such consideration as shall be determined receive the Merger Consideration pursuant to Section 262 the provisions of this Article II unless and until the DGCL; provided that if any such holder thereof shall have failed to perfect or shall have effectively withdrawn withdrawn, waived or lost such holder’s right to appraisal and payment dissent from the Merger under the DGCL, such holder’s Shares and any Dissenting Stockholder shall be entitled to receive only the payment from the Company provided by Section 262 of the DGCL with respect to Company Common Stock owned by such Dissenting Stockholder. If any 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 the Dissenting Stockholder is not entitled to relief provided by Section 262 of the DGCL with respect to any shares of Company Common Stock, then such Company Common Stock shall thereupon be treated as if such Company Common Stock had been converted converted, as of the Effective Time Time, into the right to receive the Merger Consideration (and further treated as if the holder of such shares of Company Common Stock failed to properly make an Election with respect thereto by the Election Date) without interest and less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Sharesrequired Tax withholding. The Company shall give Parent (i) prompt written notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to Section 262 applicable Law received by the Company relating to shareholders’ rights of appraisal and (ii) the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right opportunity to direct and participate in all negotiations and proceedings with respect to such demands, and the demands for appraisal. The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in (a) 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, Shares outstanding immediately prior to the Effective Time, which a demand for payment and held by holders who are entitled to appraisal rights under has been properly made in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall ) or shares that have not voted in favor of the Merger and with respect to which dissenters’ rights have not terminated will not be converted into the right to receive Merger Considerationfrom the Surviving corporation the Per Share Price otherwise payable with respect to such shares at or after the Effective Time. If a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws 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, but shallthen, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time 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 Common Stock will be converted into the right to receive receive, and will be exchangeable for, the Merger Consideration (less any amounts entitled to be deducted or withheld Per Share Price into which such Dissenting Shares would have been converted pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. 1.5. (b) The Company shall give Buyer and Sub prompt notice to Parent and Purchaser of any demands demand received by the Company from a holder of Dissenting Shares for appraisal of any Dissenting Sharesshares of Company Capital Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser Buyer shall have the right to direct and participate in all negotiations and proceedings with respect to such demandsdemand. The Company agrees that, and the Company shall not, without except with the prior written consent of Parent Buyer and Purchaser, settle or offer to settleSub, 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, approve any withdrawal pursuant to the provisions of any such demands or agree or commit to do any Section 262 of the foregoingDGCL, becomes entitled to payment of the value of the Dissenting Shares will receive payment therefor after the value therefor has been agreed upon or finally determined pursuant to such provisions, and any Per Share Price that would have been payable with respect to such Dissenting Shares will be retained by Buyer.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (“Dissenting Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective TimeTime and that are held by any Person who is entitled to, and held by holders who are entitled to properly exercises and perfects, appraisal rights available under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”)DGCL, shall not be converted into or be exchangeable for the right to receive the Merger ConsiderationConsideration as provided in Section 2.01(c), but shall, by virtue of the Merger, be automatically cancelled unless and no longer outstanding, until such holders shall cease have failed to exist and perfect or shall be entitled have effectively withdrawn or lost their rights to only such consideration as shall be determined pursuant to Section 262 of appraisal under the DGCL; provided that if . If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCLappraisal, such holder’s Shares shares of Company Common Stock shall thereupon be deemed converted into and become exchangeable only for the right to have been converted receive, as of the later of the Effective Time into and the time that such right to receive appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration (less without any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Sharesinterest thereon. The Company shall give Parent (i) prompt written notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesshares of Company Common Stock, any attempted written withdrawals of such demands and any other written instruments served or written communications made pursuant to the DGCL and received by the Company relating to demands for appraisal, as provided in Section 262 of the DGCL, in each case prior DGCL and (ii) the opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in and direct all negotiations and proceedings with respect to such demands, and demands for appraisal under the DGCL. The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle make or offer agree to settle, or make any payment with respect toto any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares issued and outstanding immediately prior to the Effective Time, Time and held by holders a holder of record who are did not vote in favor of the approval and adoption of this Agreement (or consent thereto in writing) and is entitled to appraisal rights under Section 262 demand and properly demands purchase of such Company Shares (“Dissenting Shares”) for fair market value pursuant to, and who complies in all respects with, Chapter 13 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL CGCL (the “Dissenting SharesRights”), ) shall not be converted into the right to receive the Merger ConsiderationConsideration payable pursuant to Section 2.1, but shall, by virtue instead at the Effective Time shall be converted into the right to receive payment of the Mergerfair market value of such Company Shares in accordance with the Dissenting Rights (it being understood and acknowledged that at the Effective Time, be automatically cancelled and such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist exist, and such holder shall be entitled cease to only have any rights with respect thereto other than the right to receive the fair market value of such consideration as shall be determined pursuant Dissenting Shares to Section 262 of the DGCLextent afforded by the Dissenting Rights); provided provided, however, that if any such holder (including any holder of Proposed Dissenting Shares) shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost lose the right to payment of the fair market value of such Dissenting Shares under the Dissenting Rights, then the right of such holder to be paid the fair market value of such holder’s right to appraisal Dissenting Shares shall cease and payment under the DGCL, such holder’s Dissenting Shares shall be deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for the right to receive receive, without interest or duplication, the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Consideration. “Proposed Dissenting Shares. The ” means shares of Company shall give prompt notice Common Stock whose holders provide demands for fair market value to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands prior to the Company Special Meeting and any other instruments served pursuant to Section 262 do not vote in favor of the DGCLapproval and adoption of this Agreement, in each case prior to in accordance with the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without the prior written consent of Parent and Purchaser, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoingDissenting Rights.

Dissenters’ Rights. Notwithstanding anything (A) Each outstanding share of RBPI Class B Stock, the holder of which has provided notice of his, her or its intent to dissent under and in this Agreement to accordance with the contrary, Shares outstanding immediately prior to the Effective Time, PBCL and held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of has not effectively withdrawn or lost such Shares in the time and manner provided in Section 262 of the DGCL and, right as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL Time (the “Dissenting Shares”), shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the PBCL. RBPI shall give BMBC prompt notice upon receipt by RBPI of any such demands for payment of the fair value of such shares of RBPI Class B Stock and of withdrawals of such notice and any other related communications served pursuant to the applicable provisions of the PBCL (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”), and BMBC shall have the right to receive Merger Considerationparticipate in all discussions, but shallnegotiations and proceedings with respect to any such demands. RBPI shall not, except with the prior written consent of BMBC, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by virtue such Dissenting Shareholder as may be necessary to perfect dissenters rights under the PBCL. Any payments made in respect of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and Dissenting Shares shall be entitled to only such consideration as made by the Surviving Corporation. (B) If any holder of Dissenting Shares shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed fail to perfect or shall have effectively withdrawn or lost such holder’s the right to appraisal and payment under dissent at or prior to the DGCLEffective Time, such holder’s Shares shares of RBPI Class B Stock shall be deemed to have been converted as of the Effective Time into the a right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement. If such holder withdraws or loses (less any amounts entitled through failure to be deducted perfect or withheld pursuant otherwise) the right to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to payment after the Effective Time. Parent and Purchaser , each share of RBPI Class B Stock of such holder shall have be entitled to receive the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without the prior written consent of Parent and Purchaser, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoingPer Share Merger Consideration.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, and Time that are held by holders who (i) are entitled to appraisal rights under Section 262 of the DGCL and DGCL, (ii) have properly exercised and perfected their respective demands for appraisal of such Shares shares in the time and manner provided in Section 262 of the DGCL and, and (iii) as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL with respect to such shares (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided provided, that if any such holder shall have failed fails to perfect perfect, withdraws or shall have effectively withdrawn or lost loses such holder’s right to appraisal and payment under the DGCL, such holder’s shares of Company Common Stock shall immediately cease to be Dissenting Shares and shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e2.6(f))) in accordance with Section 2.5 without interest thereon, upon surrender of the Certificate formerly representing such Shares. Within ten (10) days after the Effective Time, the Surviving Corporation shall provide each of the holders of Company Common Stock who is entitled to appraisal rights and such Shares shall not be deemed to be Dissenting Shareswho has demanded appraisal with a second notice notifying each of the holders of Company Common Stock of the Effective Time as contemplated by Section 262(d)(2) of the DGCL. The Company shall give Parent (A) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to Section 262 of applicable law that are received by the DGCL, in each case Company prior to the Effective Time. Parent Time relating to stockholders’ rights of appraisal and Purchaser shall have (B) the right opportunity to direct and participate in all negotiations and proceedings with respect to such demands, and demand for appraisal under the DGCL. The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in any provision of this Agreement to the contrary, Company Shares which are issued and outstanding immediately prior to the Effective Time, Time and which are held by holders who are entitled to appraisal rights under shall have complied with the provisions of Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration, but shall, by virtue and holders of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and such Dissenting Shares shall be entitled to only receive payment of the fair value of such consideration as shall be determined pursuant to Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided that if any such , unless and until the applicable holder shall have failed fails to perfect comply with the provisions of Section 262 of the DGCL or shall have effectively withdrawn withdraws or lost otherwise loses such holder’s right rights to appraisal and receive payment under of the DGCL, fair value of such holder’s 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 deemed to have treated as if they had been converted as of at the Effective Time into the right to receive the Merger Consideration (less Consideration. Notwithstanding anything to the contrary contained in this Section 3.9, if this Agreement is terminated prior to the Effective Time, then the right of any amounts entitled holder of Company Shares to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by paid the Company for appraisal of any Dissenting Shares, withdrawals fair value of such demands and any other instruments served holder’s Dissenting Shares pursuant to Section 262 of the DGCL shall cease. The Company shall give Parent notice of any written demands for appraisal of Shares received by the Company under Section 262 of the DGCL, in each case prior and shall give Parent the opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings Proceedings with respect to such demands, and the . The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or (i) make any payment with respect toto any such demands for appraisal, (ii) offer to settle or settle any such demands, approve (iii) waive any withdrawal of any such demands failure to timely deliver a written demand for appraisal in accordance with the DGCL or (iv) agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Company Shares issued and outstanding immediately prior to the Effective Time, Time and held by holders a holder who are entitled to has not voted in favor of the Merger and who has delivered a written demand for appraisal rights under for such shares in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the a “Dissenting SharesStockholder”), ) shall not be converted into the right to receive the Merger ConsiderationConsideration as provided in Section 3.8, but shall, by virtue of the Merger, be automatically cancelled unless and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any until such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses such holder’s right to appraisal and payment under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Company Shares issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions of the DGCL, provided that such holder’s Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all Dissenting Shares shall be deemed cancelled and cease to have been converted as of the Effective Time into exist and shall represent only the right to receive the Merger Consideration (less fair value thereof in accordance with the DGCL. If, after the Effective Time, any amounts entitled Dissenting Stockholder fails to be deducted perfect or withheld pursuant effectively withdraws or otherwise loses such Dissenting Stockholder’s right to Section 2.6(e))appraisal, and such Dissenting Stockholder’s Dissenting Shares shall not thereupon be deemed to be Dissenting Sharestreated as set forth in Section 3.8(e)(iv). The Company shall give Parent (a) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesappraisal, withdrawals of such demands for appraisal and any other instruments served pursuant to Section 262 of on the Company under the DGCL, in each case prior and (b) the opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in and direct all negotiations and negotiations, proceedings or settlements with respect to such demands, demands for appraisal under the DGCL. The Company shall not voluntarily make any payment with respect to any demands for appraisal and the Company shall not, without the except with Parent’s prior written consent of Parent and Purchaserconsent, settle or offer to settle, or make any payment with respect to, settle any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in Any provision of this Agreement to the contrarycontrary notwithstanding, Shares if required by the DGCL (but only to the extent required thereby), shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time, Time (other than the Cancelled Shares) and that are held by holders of such shares who are entitled to have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights under with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of with respect to any such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to shares held by any such appraisal and payment under the DGCL holder (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration or the Preferred Merger Consideration, but shallas applicable, by virtue and holders of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and such Dissenting Shares shall be entitled to only such consideration as shall be determined pursuant to Section 262 receive payment of the DGCL; provided that if fair value of such Dissenting Shares in accordance with the provisions of such Section 262, unless and until any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s right loses its rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such holder’s Dissenting Shares shall thereafter be deemed to have no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted as of into, at the Effective Time into Time, the right to receive the Merger Consideration (less or the Preferred Merger Consideration, as applicable, without any amounts entitled to be deducted or withheld pursuant to interest thereon, in accordance with Section 2.6(e2.1(a)). At the Effective Time, and such any holder of Dissenting Shares shall not be deemed cease to be Dissenting Shareshave any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (i) prompt notice to Parent and Purchaser of any demands received by the Company for appraisal appraisals of any Dissenting Shares, withdrawals shares of such demands and any other instruments served pursuant to Company Common Stock or Company Preferred Stock under Section 262 of the DGCL, in each case prior to DGCL and (ii) the Effective Time. Parent and Purchaser shall have the right opportunity to direct and participate in all negotiations and proceedings with respect to such demands, and the . The Company shall not, without except with the prior written consent of Parent and Purchaser(which consent shall not be unreasonably withheld, settle delayed or offer to settleconditioned), or make any payment with respect to, to any such demandsdemands for appraisal or settle, offer to settle or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement agreement to the contrary, Target Shares issued and outstanding immediately prior to the Effective Time, Time and held by holders a holder who are entitled to has not voted in favor of the Merger and who has delivered a written demand for appraisal rights under for such shares in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the a “Dissenting SharesStockholder”), ) shall not be converted into the right to receive the Merger ConsiderationConsideration as provided in Section 3.1, but shall, by virtue of the Merger, be automatically cancelled unless and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any until such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses such holder’s right to appraisal and payment under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions of the DGCL, provided that such holder’s Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all Dissenting Shares shall be deemed cancelled and cease to have exist and shall represent only the right to receive the fair value thereof in accordance with the DGCL. If, after the 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 thereupon be treated as if they had been converted converted, as of the Effective Time Time, into the right to receive the applicable Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))Consideration, and such Shares shall not be deemed to be Dissenting Shareswithout interest thereon. The Company Target shall give Parent (a) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesappraisal, withdrawals of such demands for appraisal and any other instruments served pursuant to Section 262 of under the DGCL, in each case prior and (b) the opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in and direct all negotiations and negotiations, proceedings or settlements with respect to such demands, demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and the Company shall not, without the except with Parent’s prior written consent of Parent and Purchaserconsent, settle or offer to settle, or make any payment with respect to, settle any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “No Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and Stockholder shall be entitled to only receive the Per Share Merger Consideration with respect to the Dissenting Shares formerly owned by such consideration as Dissenting Stockholder. Each Dissenting Stockholder shall be determined pursuant entitled to Section 262 receive only the payment of the DGCL; provided that if any fair value (as defined in NRS 92A.320) of the Dissenting Shares formerly owned by such holder shall have failed Dissenting Stockholder in accordance with the NRS, solely to perfect or shall have effectively the extent such Dissenting Stockholder has perfected and not withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))otherwise lost, and such Shares shall not be deemed to be Dissenting Sharesis otherwise entitled to, dissenter’s rights in accordance with the NRS. The Company shall give Parent (i) prompt notice to Parent and Purchaser copies of any written demands received by the Company for appraisal of any Dissenting Sharesdissenter’s rights, attempted or purported withdrawals of such demands and any other instruments served pursuant received by the Company relating to Section 262 any Person’s assertion of or demand for dissenter’s rights and (ii) the DGCL, in each case prior opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in and, if Parent elects, direct all negotiations and proceedings Proceedings with respect to any such assertions and demands, and the . The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect toto any demands for dissenter’s rights, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands demands, or agree agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder withdraws its assertion or demand for dissenter’s rights or otherwise waives or loses its dissenter’s rights under the Dissenter’s Rights Statutes with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been Eligible Shares and thereupon be converted into the right to receive, without any interest thereon, the aggregate Per Share Merger Consideration with respect to such Eligible Shares pursuant to this Article IV.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior if any Dissenting Stockholder shall demand to be paid the Effective Time“fair value” of its Dissenting Shares, and held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner as provided in Section 262 of the DGCL andDelaware Law, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), Shares shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into exchangeable for the right to receive the Merger Consideration (less any amounts entitled except as provided in this Section 2.06) and shall entitle such Dissenting Stockholder only to be deducted or withheld pursuant to Section 2.6(e)), and paid the “fair value” of such Shares shall not be deemed to be Dissenting Shares, in accordance with Section 262 of the Delaware Law, unless and until such Dissenting Stockholder (a) withdraws (in accordance with Delaware Law) or (b) effectively loses the right to dissent and receive the “fair value” of such Dissenting Shares under Section 262 of the Delaware Law. The Company shall give prompt notice not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to Parent and Purchaser settle, any such demand for payment of any demands received by the Company for appraisal “fair value” of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case Shares prior to the Effective Time. The Company shall give Parent notice of any demand by a Dissenting Stockholder to be paid the “fair value” of its Dissenting Shares prior to the Effective Time, and Purchaser Parent shall have the right to direct and participate at its own expense in all negotiations and proceedings with respect to such demands, and the Company shall not, without the prior written consent of Parent and Purchaser, settle or offer to settle, or make any payment with respect to, any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Delaware Law) or otherwise lost its right to dissent and receive the “fair value” of its Dissenting Shares, approve any withdrawal of any such demands or agree or commit to do any then as of the foregoinglater of the Effective Time or the occurrence of such event, the Dissenting Shares held by such Dissenting Stockholder shall be cancelled and converted into and represent solely the right to receive the Merger Consideration pursuant to this Article 2, without interest.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares issued and outstanding immediately prior to the Effective Time, Time and held by holders of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and are entitled to demand, and have properly demanded, appraisal rights under of such Company Shares (“Dissenting Shares”) pursuant to, and who have complied in all respects with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting SharesAppraisal Rights”), ) shall not be converted into the right to receive the Per Share Merger ConsiderationConsideration payable pursuant to Section 2.1, but shall, by virtue instead at the Effective Time shall be converted into the right to receive payment of the Mergerfair value of such Company Shares in accordance with the Appraisal Rights (it being understood and acknowledged that at the Effective Time, be automatically cancelled and such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist exist, and such holder shall be entitled cease to only have any rights with respect thereto other than the right to receive the appraised value of such consideration as shall be determined pursuant Dissenting Shares to Section 262 of the DGCLextent afforded by the Appraisal Rights); provided provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost lose the right to payment of the fair value of such Dissenting Shares under the Appraisal Rights, then the right of such holder to be paid the fair value of such holder’s right to appraisal and payment under the DGCL, such holder’s Dissenting Shares shall be deemed to have been converted as of the Effective Time cease and such Dissenting Shares shall automatically convert into and shall represent only the right to receive the Per Share Merger Consideration (less any amounts entitled to be deducted or withheld payable pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. 2.1. (b) The Company shall give prompt notice to Parent and Purchaser of any demands received prior to the Effective Time by the Company for appraisal the exercise of Appraisal Rights, of any Dissenting Shares, withdrawals of such demands and of any other instruments served pursuant to Section 262 of the DGCLDGCL and received by the Company relating to Appraisal Rights, in each case prior to the Effective Time. and Parent and Purchaser shall have the right opportunity, at Parent’s expense, to direct and participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, and the Company shall not, without the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandsdemand, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock issued and outstanding immediately prior to the Merger Effective Time, and Time held by holders Holders who are entitled to demand and properly demand appraisal rights under of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who comply in all respects with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting SharesAppraisal Rights”), shall not be converted into the right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled converted into the right to only receive such consideration as shall may be determined due such Holder pursuant to Section 262 of the DGCL; provided , unless and until such Holders fail to perfect, withdraw or otherwise lose their rights to such payment or appraisal. From and after the Merger Effective Time, Holders of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Merger Effective Time, a Holder of Dissenting Shares fails to perfect, withdraws or otherwise loses its Appraisal Rights, then the shares of Company Common Stock held by such Holders that if any such holder were formerly Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal no longer be considered Dissenting Shares and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Merger Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted in accordance with Section 1.6; it being understood that the Holder or withheld pursuant to Section 2.6(e)), and Holders of such Shares shares of Company Common Stock shall not be deemed thereupon to be Dissenting have made the same election as Non-Election Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Company Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCLDGCL received by the Company, in each case prior and the opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in and control all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Merger Effective Time, and the Company shall not, without except with the prior written consent of Parent and PurchaserParent, voluntarily make any payment or advance with respect to, or settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree to do or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares the shares of Company Common Stock issued and outstanding immediately prior to the Effective TimeTime that are held by any person that is entitled to demand and properly demands payment of the fair value of such shares of Company Common Stock pursuant to, and held by holders who are entitled to appraisal rights under that complies in all respects with, the provisions of Section 262 10.356 of the DGCL TBOC, and have does not properly exercised and perfected their respective demands for appraisal of withdraw such Shares demand in the time and manner provided in accordance with Section 262 10.357 of the DGCL and, as TBOC or otherwise become ineligible for such payment pursuant to Section 10.367 of the TBOC, in each case prior to the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL Time (the “Dissenting Shares”), shall not be converted into the right to receive the Merger ConsiderationConsideration as provided in Section 2.1(c), but, instead, such person shall be entitled to such rights (but shall, only such rights) as are granted by virtue Section 10.354 of the MergerTBOC. At the Effective Time, all Dissenting Shares shall no longer be outstanding and automatically shall be cancelled and no longer outstanding, shall cease to exist and and, except as otherwise provided by applicable Law, each holder of Dissenting Shares shall be entitled cease to only have any rights with respect to the Dissenting Shares, other than such consideration rights as shall be determined pursuant to are granted by Section 262 10.354 of the DGCL; provided that TBOC. Notwithstanding the foregoing, if any such holder person (i) shall have failed to perfect or establish entitlement to relief as a dissenting stockholder as provided in Section 10.361 of the TBOC, (ii) shall have effectively withdrawn demand for relief as a dissenting stockholder with respect to such Dissenting Shares under Section 10.357 of the TBOC or lost such holder’s the right to appraisal and payment relief as a dissenting stockholder under Section 10.356 of the DGCLTBOC or (iii) shall have failed to file a petition with the appropriate court seeking relief as to the determination of the value of all such Dissenting Shares within the time provided in Section 10.361 of the TBOC, such holder’s person shall forfeit or, in the event a court of competent jurisdiction shall determine that such person is not entitled to the relief provided by Section 10.361 of the TBOC, lose the right to relief as a dissenting stockholder with respect to such Dissenting Shares, and such Dissenting Shares shall be deemed to have been converted as of at the Effective Time into into, and shall have become, the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to as provided in Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares2.1(c) without interest. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, shares of Company Common Stock and any attempted withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCLTBOC and received by the Company relating to stockholder dissent rights, in each case prior to the Effective Time. and Parent and Purchaser shall have the right opportunity to direct and participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, and the Company shall not, without the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything Any shareholder of First National who has voted against the merger at the meeting of the shareholders of the bank or has given notice in this Agreement writing at or prior to such meeting to the contrarypresiding officer that he dissents from the plan of merger, Shares outstanding immediately prior shall be entitled to receive the value of the shares so held by him when the merger shall be approved by the Comptroller of the Currency upon written request made to the Effective Time, and held by holders who are entitled to appraisal rights under Section 262 Surviving Bank at any time before 30 days after the consummation of the DGCL and have properly exercised and perfected their respective demands for appraisal merger, accompanied by the surrender of such Shares in the time and manner provided in Section 262 his stock certificate. The value of the DGCL andshares of any dissenting shareholder shall be ascertained, as of the Effective Timeeffective date of the merger, have neither effectively withdrawn nor lost their rights by an appraisal made by a committee of three persons, composed of (1) one selected by the vote of the holders of the majority of the stock, the owners of which are entitled to such appraisal payment in cash; (2) one selected by the directors of the Surviving Bank; and payment under (3) one selected by the DGCL (two so selected. The valuation agreed upon by any two of the “Dissenting Shares”), three appraisers shall govern. If the value so fixed shall not be converted into the right satisfactory to receive Merger Considerationany dissenting shareholder who has requested payment, but shallthat shareholder may, by virtue within five days after being notified of the Mergerappraised value of his shares, appeal to the Comptroller of the Currency, who shall cause a reappraisal to be automatically cancelled made which shall be final and no longer outstandingbinding as to the value of the shares of the appellant. If, within 90 days from the date of consummation of the merger, for any reason one or more of the appraisers is not selected as hereafter provided, or the appraisers fail to determine the value of such shares, the Comptroller of the Currency shall upon written request of any interested party cause an appraisal to be made which shall be final and binding on all parties. The expenses of the Comptroller of the Currency in making the reappraisal or the appraisal, as the case may be, shall cease to exist and be paid by the Surviving Bank. The value of the shares ascertained shall be entitled promptly paid in cash to only the dissenting shareholders by the Surviving Bank. The shares of stock of the Surviving Bank which would have been delivered to such consideration as dissenting shareholders had they not requested payment shall be determined pursuant to Section 262 of sold by the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))Surviving Bank at an advertised public auction, and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser Surviving Bank shall have the right to direct and participate in all negotiations and proceedings with respect purchase any of such shares at such public auction, if it is the highest bidder therefor, for the purpose of reselling such shares within thirty days thereafter to such demands, person or persons and at such price not less than par as the Company shall not, without the prior written consent Board of Parent and Purchaser, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any Directors of the foregoingSurviving Bank by resolution shall determine. If the shares are sold at public auction at a price greater than the amount paid to the dissenting shareholders, the excess of such sale price shall be paid to such dissenting shareholders.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective TimeTime and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and held by holders who are entitled to appraisal rights under complies in all respects with, the applicable provisions of Section 262 of the DGCL and have properly exercised and perfected their respective demands (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for appraisal of such Shares in the time and manner provided in Section 262 of right to receive the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL Merger Consideration (the “Dissenting Shares”), but instead such holder shall not be converted into entitled to payment for such Shares in accordance with the applicable provisions of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive Merger Consideration, but shall, by virtue the appraised value of such Dissenting Shares in accordance with the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 applicable provisions of the DGCL; provided that if any ), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right rights to appraisal and payment under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be deemed to have treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into the right to receive Time, the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to for each such Share, in accordance with Section 2.6(e)3.1(b), and such Shares shall not be deemed to be Dissenting Shareswithout any interest thereon. The Company shall give Parent (i) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL and received by the Company relating to stockholders’ rights of appraisal and (ii) the DGCL, in each case prior opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and demands for appraisal under the DGCL. The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demandsdemand for payment. The parties hereby agree and acknowledge that in any appraisal proceeding with respect to the Dissenting Shares and to the fullest extent permitted by applicable Law, approve any withdrawal of any such demands or agree or commit to do any the fair value of the foregoingDissenting Shares shall be determined in accordance with Section 262 of the DGCL without regard to the Top-Up Option, the Top-Up Shares or the Promissory Note delivered by Merger Sub to the Company in payment for the Top-Up Shares.

Dissenters’ Rights. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled canceled and no longer outstanding, shall cease to exist and the holder thereof shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCLDGCL in respect of such Shares; provided provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e3.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten (10) days after the Effective Time, the Surviving Corporation shall provide each of the holders of Dissenting Shares with the second (2nd) notice contemplated by Section 262(d)(2) of the DGCL. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served to it pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Unless this Agreement is terminated pursuant to Article 9, Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without the prior written consent of Parent and Purchaser, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement (a) No dissenters’ or appraisal rights shall be available with respect to the contraryCompany Merger or the other transactions contemplated hereby except as set forth in Section 3.05(b). (b) Notwithstanding any provision of hereof and to the extent available under the Maryland REIT Law, Shares Operating Trust Class A-1 Common Units that are outstanding immediately prior to the Operating Trust Merger Effective Time, Time and that are held by holders any unitholder who are entitled to appraisal rights under Section 262 of the DGCL and have has properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 rights, if any, under Title 3, Subtitle 2 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL MGCL (the “Dissenting SharesUnits”), ) shall not be converted into the right to receive Merger the Operating Trust Cash Consideration or the Operating Trust Class A Preferred Unit Consideration, but shall, by virtue the holders of the Merger, be automatically cancelled and no longer outstanding, Dissenting Units shall cease to exist and shall instead be entitled to only receive such consideration as shall be determined pursuant to Section 262 Title 3, Subtitle 2 of the DGCLMGCL; provided provided, however, that if any such holder unitholder shall have failed to perfect or otherwise shall have effectively withdrawn or lost such holder’s right rights, if any, to appraisal and payment under the DGCLMGCL, such holder’s Shares Operating Trust Class A-1 Common Units shall thereupon be deemed to have been converted into, as of the Operating Trust Merger Effective Time into Time, the right to receive the Merger Operating Trust Cash Consideration (less or the Operating Trust Class A Preferred Unit Consideration in accordance with Section 3.02(a) hereof, without any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))interest thereon, and such Shares Operating Trust Class A-1 Common Units shall not be deemed to no longer be Dissenting SharesUnits. The Company shall give Parent prompt notice to Parent and Purchaser of any demands for appraisal received by the Company for appraisal of any Dissenting SharesCompany, withdrawals of such demands and any other instruments served pursuant to Section 262 the MGCL by a holder of Dissenting Units and received by the DGCL, in each case prior to the Effective TimeCompany. Parent and Purchaser shall have the right to direct and participate in all and control all negotiations and proceedings with respect to such demands, demands for appraisal under the Maryland REIT Law and the MGCL. The Company shall not, without the except with prior written consent of Parent and PurchaserParent, settle make any payment or offer agree to settle, or make any payment with respect to, to any demands for appraisal or 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. Notwithstanding anything in this Agreement to the contrary, Shares shares of Common Stock that are issued and outstanding immediately prior to the Effective Time, Time and that are held by holders who are entitled to appraisal rights under Section 262 shareholders of the DGCL and Company who have properly exercised and perfected their respective demands for appraisal of such Shares complied with all procedures necessary to assert dissenters rights in the time and manner provided in Section 262 Chapter 15 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall PBCL will not be canceled and converted into the right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled unless and no longer outstanding, shall cease to exist and shall be entitled to only until such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have shareholder has failed to perfect perfect, or shall have effectively has withdrawn or lost lost, such holder’s shareholder's right to appraisal and payment under the DGCLPBCL, but rather, such holder’s Shares shall shareholder will be entitled to payment of the fair value of their shares determined and payable in accordance with the provisions of Chapter 15, Subchapter D of the PBCL. If such shareholder has so failed to perfect, or effectively has withdrawn or lost such right, the Common Stock owned by such shareholder will thereupon be deemed to have been canceled and converted as of described in Section 2.1(b) at the Effective Time into Time, and each share of Common Stock owned by such shareholder will represent solely the right to receive the Merger Consideration (less any amounts Consideration, without interest. From and after the Effective Time, no shareholder who has exercised dissenters rights as provided in Chapter 15, Subchapter D of the PBCL will be entitled to be deducted vote his or withheld pursuant her shares of Common Stock for any purpose or to Section 2.6(ereceive payment of dividends or other distributions with respect to such shares (except dividends and other distributions payable to shareholders of record at a date that is prior to the Effective Time)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give Parent prompt notice to Parent of and Purchaser copies of any written demands received by the Company for appraisal of any Dissenting Sharesappraisal, attempted withdrawals of such demands and any other instruments served pursuant received by the Company relating to Section 262 shareholders' rights of the DGCL, in each case prior to the Effective Timeappraisal. Parent and Purchaser shall have the right to direct and participate in conduct all negotiations and proceedings with respect to such demands, demand for appraisal under the PBCL and the Company will be entitled to participate therein only as and to the extent requested by Parent. The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect toto any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and any shares of Target Capital Stock held by holders a holder who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised has demanded and perfected their respective demands such holder’s right for appraisal of such Shares shares in the time accordance with Delaware Law and manner provided in Section 262 of the DGCL andwho, as of the Effective Time, have neither has not effectively withdrawn nor or lost their rights such right to such appraisal and payment under the DGCL (the “Dissenting Shares”), if any, shall not be converted into Merger Consideration (if such share is Target Series D Preferred Stock) but shall instead be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall may be determined to be due with respect to such Dissenting Shares pursuant to Section 262 Delaware Law, if any. Target shall give Acquiror prompt notice of the DGCL; provided that if any such holder shall have failed demand received by Target to perfect or shall have effectively withdrawn or lost such holder’s right require Target to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as purchase shares of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))Target Capital Stock, and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser Acquiror shall have the right to direct and participate in all negotiations and proceedings with respect to such demandsdemand. Target agrees that, and the Company shall not, without except with the prior written consent of Parent and PurchaserAcquiror, settle which consent will not be unreasonably withheld, conditioned or offer to settledelayed, or as required under Delaware Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such demandspurchase demand. Each holder of Dissenting Shares (“Dissenting Stockholder”) who, approve any withdrawal pursuant to the provisions of any such demands or agree or commit Delaware Law, becomes entitled to do any payment of the foregoingfair value for shares of Target Capital Stock shall receive payment therefor (but only after the value therefore shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares which were Target Series D Preferred Stock shall lose their status as Dissenting Shares, Acquiror shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of Target Series D Preferred Stock, the portion of the Merger Consideration to which such Series D Holder would otherwise be entitled under this Section 2.6 and the Certificate of Merger less the portions of the Escrow Amounts to be contributed to the Escrow Funds on behalf of such Series D Holder in accordance with such holder’s Pro Rata Portion pursuant to Section 2.10 hereof.

Dissenters’ Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, Shares shares of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time, Time and held by holders a holder who are entitled to has properly exercised appraisal rights under in respect of such shares in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of (such Shares in the time and manner provided in Section 262 of the DGCL and, shares being referred to collectively as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”)” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under applicable Law with respect to such shares) shall not be converted into the a right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and instead shall be entitled to only payment of such consideration as shall may be determined to be due 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; provided , or if a court of competent jurisdiction shall determine that if any such holder shall have failed is not entitled to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the relief provided by Section 262 of the DGCL, such holder’s Shares shares of Company Class A Common Stock shall be deemed to have treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.5 upon surrender of such shares of Company Class A Common Stock. (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. b) The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal appraisal, of any Dissenting Shares, 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 direct, in each case prior to consultation with the Effective Time. Parent and Purchaser shall have the right to direct and participate in Company, all negotiations and proceedings with respect to such demands; provided that the Company shall not be required to make any payment to holders of Dissenting Shares (i) that is not conditioned upon the occurrence of the Effective Time and (ii) unless such payment is made only after the Effective Time. Prior to the Effective Time, and the Company shall not, without the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandsdemand, approve any withdrawal of or agree to any such appraisal demands. Prior to the Effective Time, any written communication to be made by the Company to any holder of Company Class A Common Stock with respect to such demands or agree or commit shall be submitted to do Parent in advance and the Company shall consider in good faith any of the foregoinginput from Parent with regards to such written communication.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares each share of Pubco Common Stock (other than Excluded Shares) outstanding immediately prior to the Effective Time, Time and held by holders a holder who are is entitled to appraisal rights dissent under Section 262 of the DGCL NRS 92A.380 and have has properly exercised and perfected their respective demands such right for appraisal such shares of such Shares Pubco Common Stock in the time and manner provided in Section 262 of the DGCL andrequired by NRS 92A.400 to 92A.480, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL inclusive (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive Merger Consideration, but shall, by virtue a portion of the Merger, be automatically cancelled Pubco Shareholder Issuance unless and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any until such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses such holder’s right to appraisal and payment as a dissenter under the DGCLNRS. If, after the Effective Time, any such holder fails to perfect or withdraws or loses such holder’s right as a dissenter, such Dissenting Shares shall 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 (less any amounts portion of the Pubco Shareholder Issuance, if any, to which such holder is entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares3.1(a) without interest. The Company Pubco shall give CBA (a) prompt notice to Parent and Purchaser of any demands received by the Company Pubco for appraisal of any Dissenting Sharesshares of Pubco Common Stock issued and outstanding immediately prior to the Effective Time, attempted written withdrawals of such demands demands, and any other instruments served pursuant to Section 262 of the DGCL, in each case prior NRS and received by Pubco relating to its stockholders’ rights to appraisal with respect to the Effective Time. Parent First Merger and Purchaser shall have (b) the right opportunity to direct and participate in all negotiations and proceedings with respect to any exercise of such demandsappraisal rights under the NRS. Subject to the NRS, and the Company Pubco shall not, without except, prior to the Closing Date, with the prior written consent of Parent and Purchaser, settle or offer to settleCBA, or on or after the Closing Date, with the prior written consent of the CBA Member, which shall not be unreasonably withheld, conditioned or delayed, voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of Pubco, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares any shares of Company Common Stock outstanding immediately prior to the Effective Time, Time and held by holders any Person (as defined in Section 8.14(w)) who are has not voted in favor of the Merger, who is entitled to demand and who has properly demanded in writing appraisal rights under for such shares in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined Consideration pursuant to Section 262 of this Article I unless and until the DGCL; provided that if any such holder thereof (“Dissenting Stockholder”) shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment of such shares of Company Common Stock held by such holder under Section 262 of the DGCL, such holder’s Shares and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to shares of Company Common Stock owned by such Dissenting Stockholder. If any 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 with respect to any shares of Company Common Stock, such shares of Company Common Stock shall thereupon be treated as though such shares of Company Common Stock had been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares1.8 hereof. The Company shall give Purchaser (a) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesappraisal, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 applicable Law received by Company relating to stockholders’ rights of appraisal and (b) the DGCL, in each case prior opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in and direct all negotiations and proceedings with respect to any such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, and the Company shall not, without except with the prior written consent of Parent and Purchaser, settle or offer to settle, or make any payment with respect toto any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective TimeTime 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 and properly demands payment of the fair value of such shares pursuant to, and held by holders who are complies in all respects with, the provisions of Part 13 of the URBCA (the “Dissenting Shareholder Shares”, and each shareholder holding Dissenting Shareholder Shares, a “Dissenting Shareholder”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead such Dissenting Shareholder shall be entitled to appraisal rights under receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 262 1302 of the DGCL URBCA (and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal Dissenting Shareholder Shares shall no longer be outstanding and payment under the DGCL (the “Dissenting Shares”), shall not automatically be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist exist, and such Dissenting Shareholder shall be entitled cease to only such consideration as shall be determined pursuant to Section 262 have any rights with respect thereto, except the rights set forth in Part 13 of the DGCL; provided that if URBCA), unless and until such Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost rights to payment under Part 13 of the URBCA. If any such holder Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such holderright, such Dissenting Shareholder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to appraisal and payment under the DGCLreceive, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive Time, the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to for each such share of Company Common Stock, in accordance with Section 2.6(e)2.1(a), and such Shares shall not be deemed subject to be Dissenting Sharesany applicable withholding Tax. The Company shall give Parent (i) prompt notice to Parent and Purchaser of any written demands received by for payment of the Company for appraisal fair value of any Dissenting Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the URBCA and received by the Company relating to shareholders’ dissenters’ rights under Part 13 of the DGCL, in each case prior URBCA and (ii) the opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in and direct all negotiations and proceedings with respect to such demands, and demands for payment of fair value under the URBCA. The Company shall not, without except with the prior written consent of Parent and Purchaser(not to be unreasonably withheld, settle conditioned or offer to settledelayed), or make any payment with respect to, any such demands, approve any withdrawal of to any such demands for payment or agree settle or commit offer to do settle any of the foregoingsuch demands for payment.

Dissenters’ Rights. Notwithstanding anything in this Agreement any other provision hereof, each outstanding share of Company Common Stock, the holder of which has perfected such holder’s right to the contrary, Shares outstanding immediately prior to the Effective Time, dissent under applicable law and held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of has not effectively withdrawn or lost such Shares in the time and manner provided in Section 262 of the DGCL and, right as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL Time (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the represent a right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))hereunder, and the holder thereof shall be entitled only to such Shares shall not be deemed to be Dissenting Sharesrights as are granted by applicable law. The Company shall give Parent prompt notice to Parent and Purchaser of any demands received upon receipt by the Company for appraisal of any Dissenting Shares, such demands for payment of the fair value of shares of Company Common Stock and of withdrawals of such demands notice and any other instruments served pursuant to Section 262 of the DGCLrelated communications (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”), in each case prior to the Effective Time. and Parent and Purchaser shall have the right to direct and participate in all discussions, negotiations and proceedings with respect to any such demands, and the . The Company shall not, without except with the prior written consent of Parent and Purchaserthe Parent, settle or offer to settle, or voluntarily make any payment with respect to, or settle or offer to settle, any such demandsdemand for payment, approve or waive any withdrawal failure to timely deliver a written demand for appraisal or the taking of any other action by such demands Dissenting Shareholder as may be necessary to perfect appraisal rights under applicable law. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation or agree Parent. If any Dissenting Shareholder shall effectively withdraw or commit lose (through failure to do any perfect or otherwise) the right to such payment at or prior to the Effective Time, such holder’s shares of Company Common Stock shall be converted into a right to receive the foregoingMerger Consideration in accordance with the applicable provisions of this Agreement. If such holder shall effectively withdraw or lose (through failure to perfect or otherwise) the right to such payment after the Effective Time or the Election Deadline, each share of Company Common Stock of such holder shall be treated as Non-Election Shares in accordance with Section 1.05.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock and Company Preferred Stock, if any, issued and outstanding immediately prior to the Effective Time, Time and held by holders a holder who are entitled to has not voted in favor of the Merger and who has delivered a written demand for appraisal rights under of such shares in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “a "Dissenting Shares”), Stockholder") shall not be converted into the right to receive the Merger Considerationconsideration, but shallas applicable, by virtue provided in Section 3.2 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder's right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the Mergerfair value of the shares of Company Common Stock or Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder ("Dissenting Shares") in accordance with the provisions of the DGCL, provided that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all Dissenting Shares shall be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled represent only the right to only such consideration as shall be determined pursuant to Section 262 of receive the fair value thereof in accordance with the DGCL; provided that if . If, after the Effective Time, any such holder shall have failed Dissenting Stockholder fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses such holder’s Dissenting Stockholder's right to appraisal and payment under the DGCLappraisal, such holder’s Dissenting Stockholder's Dissenting Shares shall thereupon be deemed to have treated as if they had been converted converted, as of the Effective Time Time, into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to consideration set forth in Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares3.2 hereof. The Company shall give Acquiror (a) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesappraisal, withdrawals of such demands for appraisal and any other instruments served pursuant under the DGCL and (b) the opportunity to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in and direct all negotiations and negotiations, proceedings or settlements with respect to such demands, demands for appraisal under the DGCL. The Company shall not voluntarily make any payment with respect to any demands for appraisal and the Company shall not, without the except with Acquiror's prior written consent of Parent and Purchaserconsent, settle or offer to settle, or make any payment with respect to, settle any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. All persons who have executed and delivered a Consent shall have consented to the Merger. Notwithstanding anything in this Agreement to the contrary, Shares any Company Stock outstanding immediately prior to the Effective Time, Time and held by holders a holder who are entitled has not voted in favor of the Merger or delivered a valid, unrevoked proxy in favor of the Merger, or consented thereto in writing and who has delivered written notice to appraisal rights under Section 262 the Company objecting to the Merger and demanding payment for his shares as required in accordance, and has otherwise complied, with the applicable provisions of the DGCL and have properly exercised and perfected their respective demands for appraisal regarding rights of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL appraisals (the “"Dissenting Shares”"), shall not be converted into the right to receive the Merger Consideration, but shall, by virtue of Consideration unless and until such holder fails to elect to dissent from the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 Merger or effectively withdraws or otherwise forfeits his or her appraisal rights under the provisions of the DGCL; provided that if . If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s right to loses his or her appraisal and payment under the DGCLrights, such holder’s Dissenting Shares shall 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 (less any amounts to which such holder is entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shareswithout interest thereon. The Company shall give Parent (i) prompt notice to Parent and Purchaser of any demands for appraisal of any Company Stock, withdrawals of such demands, and any other instruments that related to such demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of (ii) the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right opportunity to direct and participate in all negotiations and proceedings with respect to such demands, and demands for appraisal under the DGCL. The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, to any demands for appraisal or offer to settle or settle any such demands. Any amounts paid to holders of Dissenting Shares in an appraisal proceeding, approve to the extent greater than the amount of pro rata Merger Consideration such holders would have been entitled to receive in the Merger (less any withdrawal of any such demands or agree or commit adjustments made hereunder), will be subject to do any of the foregoingindemnification, as described in Section 8.2(a).

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (the “Dissenting Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time, and Time that are held by holders any holder who are is entitled to appraisal rights under Section 262 object and properly objects to the proposed corporate action and a demand for payment of such shares in accordance with Sections 100 and 101 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), BCA shall not be converted into the right to receive Merger Considerationthe consideration provided in Section 3.1(a)(iii), but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and instead such holder shall be entitled to only such consideration rights as are granted by the BCA to a holder of Dissenting Shares. At the Effective Time, all Dissenting Shares shall no longer be determined pursuant outstanding and shall automatically be canceled and shall cease to Section 262 exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except such rights as are granted by the DGCL; provided that BCA to a holder of Dissenting Shares. Notwithstanding the foregoing, if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost such holder’s lose the right to appraisal and payment as a holder of Dissenting Shares under the DGCLBCA with respect to such shares or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the BCA, then the right of such holder’s Shares holder to be paid under the BCA shall cease and each such Dissenting Share shall be deemed to have been converted as of at the Effective Time into into, and shall have become, the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to consideration provided in Section 2.6(e3.1(a)(iii)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give deliver prompt notice to Parent and Purchaser of any demands received by the Company for payment or appraisal of any Dissenting Sharesshares of Company Common Stock, withdrawals any withdrawal of any such demands demand and any other instruments served pursuant demand, notice or instrument delivered to Section 262 of the DGCL, in each case Company prior to the Effective Time. Time pursuant to the BCA that relate to such demand and Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, and the Company shall not, without the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and Time that are held by holders who did not vote in favor of the adoption of this Agreement (or consent thereto in writing), are entitled to appraisal rights under Section 262 of the DGCL and (“Dissenters’ Rights”), have properly exercised and perfected their respective demands for appraisal of such Shares and have complied in the time and manner provided in all respects with Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstandingeach holder (and, shall cease to exist and as the case may be, each beneficial owner) of Dissenting Shares shall be entitled only to only such consideration as shall be determined to be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL; provided that if any such holder (or, as the case may be, beneficial owner) shall have failed to perfect or shall have effectively withdrawn or lost such holder’s (or beneficial owner’s) right to appraisal and payment under the DGCL, such holder’s (or beneficial owner’s) Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e2.2(e)), and such Shares shall not be deemed not to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company (and any withdrawals of such demands) prior to the Effective Time for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served Shares pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing. Notwithstanding the foregoing, prior to the Effective Time, Parent shall not, without the prior written consent of the Company, require the Company to make any payment with respect to any such demands or settle or offer to settle any such demands. Solely for the purposes of this Section 2.3, the term “beneficial owner” shall have the meaning given to such term in Section 262(a) of the DGCL.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares any shares of Company Common Stock outstanding immediately prior to the Effective Time, Time and held by holders any Person (as defined in Section 8.14(w)) who are has not voted in favor of the Merger, who is entitled to demand and who has properly demanded in writing appraisal rights under for such shares in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “"Dissenting Shares”), ") shall not be converted into the right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined Consideration pursuant to Section 262 of this Article I unless and until the DGCL; provided that if any such holder thereof ("Dissenting Stockholder") shall have failed to perfect or shall have effectively withdrawn or lost such holder’s 's right to appraisal and payment of such shares of Company Common Stock held by such holder under Section 262 of the DGCL, such holder’s Shares and any Dissenting‌ Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to shares of Company Common Stock owned by such Dissenting Stockholder. If any 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 with respect to any shares of Company Common Stock, such shares of Company Common Stock shall thereupon be treated as though such shares of Company Common Stock had been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares1.8 hereof. The Company shall give Purchaser (a) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesappraisal, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 applicable Law received by Company relating to stockholders' rights of appraisal and (b) the DGCL, in each case prior opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in and direct all negotiations and proceedings with respect to any such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, and the Company shall not, without except with the prior written consent of Parent and Purchaser, settle or offer to settle, or make any payment with respect toto any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective TimeTime that 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 and properly demands payment of the fair value of such shares pursuant to, and held by holders who are complies in all respects with, the provisions of Subtitle 13 of the KBCA (the “Dissenting Shares”, and each shareholder holding Dissenting Shares, a “Dissenting Shareholder”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead such Dissenting Shareholder shall be entitled to appraisal rights under Section 262 receive such consideration (and only such consideration) as may be determined to be due to such Dissenting Shareholder pursuant to Subtitle 13 of the DGCL KBCA (and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal Dissenting Shares shall no longer be outstanding and payment under the DGCL (the “Dissenting Shares”), shall not automatically be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist exist, and such Dissenting Shareholder shall be entitled cease to only such consideration as shall be determined pursuant to Section 262 have any rights with respect thereto, except the rights set forth in Subtitle 13 of the DGCL; provided that if KBCA), unless and until such Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost rights to payment under Subtitle 13 of the KBCA. If any such holder Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such holderright, such Dissenting Shareholder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to appraisal and payment under the DGCLreceive, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive Time, the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to for each such share of Company Common Stock, in accordance with Section 2.6(e)2.01(c), and such Shares shall not be deemed subject to be Dissenting Sharesany applicable withholding Tax. The Company shall give Parent: (i) prompt notice to Parent and Purchaser of any written demands received by for payment of the Company for appraisal fair value of any Dissenting Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the KBCA and received by the Company relating to shareholders’ dissenters’ rights under Subtitle 13 of the DGCL, KBCA; and (ii) the opportunity to participate in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and demands for payment of fair value under Subtitle 13 of the KBCA. The Company shall not, without except with the prior written consent of Parent and Purchaser(which shall not be unreasonably withheld, settle conditioned or offer to settledelayed), or make any payment with respect to, any such demands, approve any withdrawal of to any such demands for payment or agree settle or commit offer to do settle any of the foregoingsuch demands for payment.

Dissenters’ Rights. All Persons who have executed and delivered a Stockholder Agreement shall have consented to the Merger and shall have delivered their stock certificates in accordance with the terms hereof. Notwithstanding anything in this Agreement to the contrary, any Company Common Shares or Company Preferred Shares outstanding immediately prior to the Effective Time, Time and held by holders a holder who are entitled has not voted in favor of the Merger or delivered a valid, unrevoked proxy in favor of the Merger, or consented thereto in writing and who has delivered written notice to appraisal rights under Section 262 the Company objecting to the Merger and demanding payment for his shares as required in accordance, and has otherwise complied, with the applicable provisions of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “"Dissenting Shares”"), shall not be converted into the right to receive the Parent Preferred Stock or such holder's portion of the Aggregate Merger Cash Consideration, but shall, by virtue unless and until such holder fails to elect to dissent from the Merger or effectively withdraws or otherwise loses his right to payment of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 fair value of his shares under the provisions of the DGCL; provided that if . If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s loses his right to appraisal and payment under the DGCLsuch payment, such holder’s Dissenting Shares shall thereupon be deemed to have treated as if they had been converted as of the Effective Time into the right to receive Parent Preferred Stock to which such holder is entitled or such holder's portion of the Aggregate Merger Consideration (less any Cash Consideration, without interest or dividends thereon. Any amounts entitled paid to holders of Dissenting Shares in an appraisal proceeding will be deducted or withheld pursuant to Section 2.6(e)), paid by the Surviving Corporation out of its own funds and such Shares shall will not be deemed to be Dissenting Sharespaid by Parent or Merger Sub. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of to any such demands or agree offer to settle or commit to do settle any of the foregoingsuch demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares Company Common Stock outstanding immediately prior to the Effective Time, Time and held by holders a stockholder who are entitled to has not voted in favor of the Merger or consented thereto in writing and who has delivered a written demand for appraisal rights under of such shares in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands DGCL, if such Section 262 provides for appraisal of rights for such Shares Company Common Stock in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL Merger (the “Dissenting Shares”), shall not be converted into the right to receive Merger Considerationthe Share Price, but shallas provided in Section 2.1 hereof, by virtue of the Merger, be automatically cancelled unless and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any until such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s otherwise loses his right to appraisal and payment under the DGCL. If, after the Effective Time, any such stockholder fails to perfect or effectively withdraws or loses his right to appraisal, such holder’s Dissenting Shares shall 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 Share Price to which such holder is entitled, without interest or dividends thereon. (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The b) Company shall give Parent and the Shareholder Representative prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior Company Common Stock. Prior to the Effective Time. , Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, approve any withdrawal demand for payment. (c) Company shall promptly but not later than ten (10) business days following the date of any such demands or agree or commit this Agreement mail to do any each stockholder of the foregoingCompany that had not voted or executed a written consent approving this Agreement a notice (the “Dissenting Share Notice”) stating that this Agreement has been approved by stockholders of the Company holding the requisite number of shares of Company Common Stock and that appraisal rights are available for holders of Company Common Stock in accordance with Section 262 of the DGCL. Such notice shall also include a copy of such Section 262. Company shall provide a draft copy of the Dissenting Share Notice to Parent at least three business days prior to such mailing and shall incorporate all comments reasonably proposed by Parent to such Dissenting Share Notice. Following the Effective Time, Parent shall cause the Surviving Corporation to deliver such other notices and to take such other actions as may be required in accordance with Section 262 of the DGCL and to keep the Shareholder Representative reasonably apprised thereof.

Dissenters’ Rights. Notwithstanding anything any other provisions contained in this Agreement to the contraryAgreement, Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, Time and held by holders a holder who are has not voted such shares in favor of the Merger, is entitled to appraisal rights under Section 262 demand, and properly demands, the fair value of such shares pursuant to, and complies in all respects with (and has otherwise taken all of the DGCL and have properly exercised and perfected their respective demands for appraisal steps required by), Subchapter H of such Shares in the time and manner provided in Section 262 Chapter 10 of the DGCL and, as TBOC to properly exercise and perfect such shareholder’s rights of the Effective Time, have neither effectively withdrawn nor lost their rights to such dissent and appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares ) shall be deemed to have ceased to represent any interest in the Surviving Corporation as of the Effective Time and the holder of such shares shall be entitled to those rights and remedies set forth in Subchapter H of Chapter 10 of the TBOC. In the event that a shareholder of the Company fails to perfect such shareholder’s rights of dissent and appraisal or withdraws or otherwise loses any such rights or remedies granted by the TBOC, each such share of Company Common Stock previously held by such shareholder shall be treated as if it had been converted as of the Effective Time into the a right to receive the Merger Consideration (Consideration, without any interest thereon and less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e1.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give Parent prompt notice to Parent and Purchaser of any demands received by the Company for written notices to exercise rights of dissent and appraisal in respect of any Dissenting Sharesshares of Company Common Stock, attempted withdrawals of such demands notice, and any other instruments served pursuant to Section 262 any applicable Legal Requirement that are received by the Company with respect to its shareholders’ rights of the DGCLdissent and appraisal, in each case prior to the Effective Time. and Parent and Purchaser shall have the right to direct and participate in and direct all negotiations and proceedings with respect to such demands, and the demands for appraisal. The Company shall not, without the prior written consent of Parent and PurchaserParent, voluntarily make any payment with respect to any demands for appraisal of Company Common Stock under the TBOC, or settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrarySection 1.8(b), Shares any shares of Company Common Stock outstanding immediately prior to the Effective Time, Time and held by holders a person who are entitled to has not voted in favor of the Merger and who has properly demanded in writing appraisal rights under for such shares in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall Consideration or be entitled to only such consideration as shall be determined cash in lieu of fractional shares of Purchaser Common Stock or any dividends or other distributions pursuant to Section 262 of this Article I unless and until the DGCL; provided that if any such holder thereof (“Dissenting Stockholder”) shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment of such shares of Company Common Stock held by such holder under Section 262 of the DGCL, such holder’s Shares and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to shares of Company Common Stock owned by such Dissenting Stockholder. If any Person (as defined in Section 8.13(l)) 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 with respect to any shares of Company Common Stock, such shares of Company Common Stock shall thereupon be treated as though such shares of Company Common Stock had been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares1.8 hereof. The Company shall give Purchaser (i) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesappraisal, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 applicable law received by Company relating to stockholders’ rights of appraisal and (ii) the DGCL, in each case prior opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in and direct all negotiations and proceedings with respect to any such demands, and demands for appraisal under the DGCL. Company shall not, without except with the prior written consent of Parent and Purchaser, settle or offer to settle, or make any payment with respect toto any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything (a) Each issued and outstanding share of Company Capital Stock that is held by a Person who has not voted in this Agreement favor of the Merger or consented thereto in writing or executed an enforceable waiver of dissenters’ rights to the contraryextent permitted by applicable Law and, Shares outstanding immediately prior in the case of any Person required to the Effective Time, and held by holders who are entitled to appraisal have exercised dissenters’ rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, Delaware Corporation Law as of the Effective TimeTime of the Merger in order to preserve such rights, have neither effectively withdrawn nor lost their with respect to which dissenters’ rights to such appraisal and payment under the DGCL (the “Dissenting Shares”)Delaware Corporation Law have been properly exercised, shall not be converted into the right to receive Merger Consideration, but shall, by virtue any portion of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist Estimated Merger Consideration and shall be entitled converted into the right to only such consideration receive payment from the Surviving Corporation with respect thereto as shall be determined pursuant to Section 262 provided by the Delaware Corporation Law, unless and until the holder of the DGCL; provided that if any such holder share shall have failed to perfect or shall have effectively withdrawn or lost such holder’s his, her or its right to appraisal and payment under the DGCLDelaware Corporation Law, in which case such holder’s Shares share shall thereupon be deemed to have been converted deemed, as of the Effective Time Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive receive, upon surrender of such Certificate, a portion, without interest, in accordance with this Agreement, of the Estimated Merger Consideration (less any amounts Consideration. From and after the Effective Time, no stockholder who has demanded dissenters’ rights shall be entitled to be deducted vote his, her or withheld pursuant its shares of Company Capital Stock for any purpose or to Section 2.6(e))receive payment of dividends or other distributions on his, and such Shares shall not be deemed her or its shares (except dividends or other distributions payable to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser stockholders of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case record at a date prior to the Effective Time, or dividends that accrued thereon prior to the Effective Time). Parent Any shares of Company Capital Stock for which dissenters’ rights have been properly exercised, and Purchaser not subsequently withdrawn, lost or not perfected, are referred to herein as “Dissenting Shares.” (b) The Company shall have give Buyer (a) prompt notice and a copy of any Company stockholder’s demand for payment or objection to the right Merger, of any request to withdraw a demand for payment and of any other instrument delivered to it pursuant to Delaware Corporation Law and (b) the opportunity to direct and participate in all negotiations and proceedings with respect to such demands, objections and the Company shall not, without requests. Except with the prior written consent of Parent and PurchaserBuyer, settle or offer to settle, or the Company shall not make any payment with respect to, to any such demands, objections and requests and shall not settle (or offer to settle) any such demands, objections and requests or approve any withdrawal of any such demands or agree or commit to do any of the foregoingsame.

Dissenters’ Rights. Notwithstanding anything in any provision of this Agreement to the contrary, Shares any shares of Company Common Stock outstanding immediately prior to the Effective Time, and Time held by holders a holder who are entitled to has demanded and perfected the right, if any, for appraisal rights under of those shares of Company Common Stock in accordance with the provisions of Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively Time has not withdrawn nor or lost their rights such right to such appraisal and payment under the DGCL (the “"Dissenting Shares”), ") shall not be converted into the or represent a right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, holder shall cease to exist and shall only be entitled to only such consideration rights as shall be determined pursuant to Section 262 of are granted by the DGCL; provided that if any such . If a holder of shares of Company Common Stock who demands appraisal of those shares of Company Common Stock under the DGCL shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost such holder’s otherwise) the right to appraisal and payment under the DGCLappraisal, such holder’s Shares shall be deemed to have been converted then, as of the Effective Time or the occurrence of such event, whichever last occurs, those shares of Company Common Stock shall be converted into and represent only the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to as provided in Section 2.6(e)3.1(c), and such Shares shall not be deemed to be Dissenting Shareswithout interest, upon the surrender of the certificate or certificates representing those shares of Company Common Stock. The Company shall give the Purchaser (i) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesshares of Company Common Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to Section 262 the DGCL received by the Company relating to stockholders' rights of appraisal and (ii) the DGCL, in each case prior opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and demands for appraisal under the DGCL. The Company shall not, without except with the prior written consent of Parent and the Purchaser, settle or offer to settle, or voluntarily make any payment with respect to, to any such demandsdemands for appraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to (a) In connection with the contraryCompany Stockholders Meeting, Shares outstanding immediately prior to the Effective TimeCompany shall provide each record holder of Common Stock, and held by holders who are entitled to appraisal rights under Section 262 with notice of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right appraisal rights pursuant to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as Subchapter H of Chapter 10 of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting SharesTBOC. The Company shall give Parent prompt notice to Parent and Purchaser of any demands for appraisal pursuant to Subchapter H of Chapter 10 of the TBOC received by the Company for appraisal of from any Dissenting SharesStockholders, withdrawals of such demands and any other instruments served pursuant and received by the Company in connection therewith. Prior to Section 262 the Effective Time, the Company shall comply with those provisions of Subchapter H of Chapter 10 of the DGCL, in each case TBOC which are required to be performed by the Company prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle which consent shall not be unreasonably withheld, or as otherwise required under the TBOC, voluntarily make any payment or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, approve any withdrawal claim or demand in respect of any such demands or agree or commit to do any Dissenting Shares. No later than ten (10) days following the date on which the Effective Time occurs, Parent and the Surviving Corporation shall provide notice of the foregoingEffective Time to each Stockholder who has voted against the Merger and has not withdrawn or lost the right to the appraisal pursuant to Subchapter H of Chapter 10 of the TBOC. (b) Notwithstanding any provision of this Agreement to the contrary, no Outstanding Shares that are held immediately prior to the Effective Time by holders who (if entitled to vote) have voted against the Merger and who have demanded and perfected the right, if any, for appraisal of such Outstanding Shares in accordance with the provisions of Subchapter H of Chapter 10 of the TBOC and have not withdrawn or lost such right to appraisal (collectively, the “Dissenting Shares”) shall be converted into or represent a right to receive the consideration for such shares set forth in this Agreement, but the holder of such Dissenting Shares shall only be entitled to such appraisal rights as are granted by the TBOC. If a holder of Outstanding Shares who demands appraisal of such Outstanding Shares under the TBOC shall thereafter effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal with respect to such Outstanding Shares, then, as of the occurrence of such withdrawal or loss, each such Outstanding Share shall be deemed to have been converted into and represent only the right to receive, in accordance with Sections 2.6 and 2.9, the consideration for such shares set forth in this Agreement.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and any shares of Company Capital Stock held by holders a holder who are entitled to appraisal rights under Section 262 of the DGCL and have properly has exercised and perfected their respective demands appraisal rights for appraisal of such Shares shares in the time accordance with California Law and manner provided in Section 262 of the DGCL andwho, as of the Effective Time, have neither has not effectively withdrawn nor or lost their rights to such appraisal and payment under the DGCL rights (the “Dissenting Shares”"DISSENTING SHARES"), shall not be converted into the or represent a right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, holder thereof shall cease to exist and shall only be entitled to only such consideration rights as shall be determined pursuant to Section 262 are granted by California Law. (b) Notwithstanding the provisions of the DGCL; provided that subsection (a), if any such holder of Dissenting Shares shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn otherwise) his or lost such holder’s right to her appraisal and payment under rights, then, as of the DGCL, such holder’s Shares shall be deemed to have been converted as later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger Consideration Consideration, without interest thereon, upon surrender of the Certificate representing such shares. (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. c) The Company shall give Parent (i) prompt notice to Parent and Purchaser of any demands written demand for appraisal received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 the applicable provisions of California Law and (ii) the DGCL, in each case prior opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the . The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or voluntarily make any payment with respect to, any such demands, approve any withdrawal of to any such demands or agree offer to settle or commit settle any such demands. To the extent that Parent or the Company makes any payment or payments in respect of any Dissenting Shares, Parent shall be entitled to do any recover under the terms of the foregoingEscrow and Indemnification Agreement (by surrender of shares of Parent Common Stock) (i) the aggregate amount by which such payment or payments exceed the aggregate Merger Consideration that otherwise would have been payable in respect of such shares plus (ii) the aggregate fees and expenses (including reasonable attorneys' fees and expenses) incurred by Parent or the Surviving Corporation in connection with calculating, settling or litigating the amount of, or making, any such payment.

Dissenters’ Rights. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Company Common Shares and Company Preferred Shares outstanding immediately prior to the Effective Time, and Time that are held by holders shareholders of the Company who are entitled to appraisal and shall have properly complied with all requirements of and asserted dissenters rights under Section 262 the provisions of Subchapter D of Chapter 15 (relating to dissenters rights) of the DGCL Pennsylvania Corporation Law and who shall not have properly exercised withdrawn such assertion or otherwise have forfeited dissenters' rights (in respect of Company Common Shares, "Dissenting Common Shares"; in respect of Company Preferred Shares, "Dissenting Preferred Shares"; and perfected their respective demands for appraisal in respect of such Company Common Shares in and Company Preferred Shares, collectively, the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “"Dissenting Shares”"), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment their rights under the DGCLPennsylvania Corporation Law with respect to such shares. The Surviving Company shall pay to such shareholders the fair value of any Dissenting Shares and, such holder’s Shares shall be deemed to have been converted if applicable, interest as of required by and as determined in accordance with the Effective Time into the right to receive the Merger Consideration Pennsylvania Corporation Law. (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. b) The Company shall give Purchaser and after the Effective Time the Surviving Company shall give the Deferred Exchange Agents, prompt written notice to Parent and Purchaser of its receipt of any notices of intention to demand payment of fair value for shares or other demands received by the Company for appraisal of payment or appraisals, any Dissenting Shares, withdrawals of such notices or demands and any other instruments or certificates deposited with the Company or the Surviving Company or served by the shareholders of the Company in accordance with or pursuant to Section 262 of the DGCLPennsylvania Corporation Law relating thereto. The Company and Purchaser and, in each case prior to after the Effective Time. Parent , the Surviving Company and Purchaser the Deferred Exchange Agents, shall have the right to jointly direct and participate in all negotiations and proceedings with respect to such demands, and notices or demands for payment or appraisals under the Pennsylvania Corporation Law. The Company shall not, without except with the prior written consent of Parent Purchaser, and Purchaserafter the Effective Time the Surviving Company shall not, except with the prior written consent of the Deferred Exchange Agents, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal demands for payment of any such fair value for shares or other demands for payment or agree or commit to do any appraisal except as required by the provisions of the foregoingPennsylvania Corporation Law. The Company and, after the Effective Time, the Surviving Company, shall timely comply with all requirements and provisions of the Pennsylvania Corporation Law relating to any Dissenting Shares and shall give Purchaser and, after the Effective Time, the Deferred Exchange Agents, prompt written notice prior to taking any action in connection therewith or making any payment required thereunder.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and any shares of Company Capital Stock held by holders a holder who are entitled to appraisal rights under Section 262 of the DGCL and have properly has exercised and perfected their respective demands appraisal rights for appraisal of such Shares shares in the time accordance with Delaware Law and manner provided in Section 262 of the DGCL andwho, as of the Effective Time, have neither has not effectively withdrawn nor or lost their rights to such appraisal and payment under the DGCL rights (the “"Dissenting Shares”"), shall not be converted into the or represent a right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, holder thereof shall cease to exist and shall only be entitled to only such consideration rights as shall be determined pursuant to Section 262 are granted by Delaware Law. (b) Notwithstanding the provisions of the DGCL; provided that subsection (a), if any such holder of Dissenting Shares shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn otherwise) his or lost such holder’s right to her appraisal and payment under rights, then, as of the DGCL, such holder’s Shares shall be deemed to have been converted as later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger Consideration Consideration, without interest thereon, upon surrender of the Certificate representing such shares. (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. c) The Company shall give Parent (i) prompt notice to Parent and Purchaser of any demands written demand for appraisal received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 the applicable provisions of Delaware Law and (ii) the DGCL, in each case prior opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the . The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or voluntarily make any payment with respect to, any such demands, approve any withdrawal of to any such demands or agree offer to settle or commit settle any such demands. To the extent that Parent or the Company makes any payment or payments in respect of any Dissenting Shares, Parent shall be entitled to do any recover under the terms of the foregoingEscrow and Indemnification Agreement (by surrender of shares of Parent Common Stock) (i) the aggregate amount by which such payment or payments exceed the aggregate Merger Consideration that otherwise would have been payable in respect of such shares plus (ii) the aggregate fees and expenses (including reasonable attorneys' fees and expenses) incurred by Parent or the Surviving Corporation in connection with calculating, settling or litigating the amount of, or making, any such payment.

Dissenters’ Rights. Notwithstanding anything in Shares of Company Common Stock that have not been voted for adoption of this Agreement and with respect to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to which appraisal rights under has been properly demanded in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall "DISSENTING SHARES") will not be converted into the right to receive the Merger Consideration, but shall, by virtue Consideration at or after the Effective Time unless and until the holder of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to shares (a "DISSENTING STOCKHOLDER") withdraws such demand for such appraisal (in accordance with Section 262 262(k) of the DGCL; provided that if any ) or becomes ineligible for such appraisal. If a holder shall have failed to perfect of Dissenting Shares withdraws such demand for appraisal (in accordance with Section 262(k) of the DGCL) or shall have effectively withdrawn becomes ineligible for such appraisal, then, as of the Effective Time or lost the occurrence of such event, whichever last occurs, each of such holder’s right 's Dissenting Shares will cease to appraisal be a Dissenting Share and payment under the DGCL, such holder’s Shares shall will be deemed to have been converted as of the Effective Time into and represent the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))Consideration, and such Shares shall not be deemed to be Dissenting Shareswithout interest thereon. The Company shall give Parent prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Sharesappraisal, attempted withdrawals of such demands and any other instruments served pursuant received by the Company relating to Section 262 stockholders' rights of the DGCLappraisal, in each case prior to the Effective Time. and Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the demands except as required by applicable Law. The Company shall not, without the except with prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, approve unless and to the extent required to do so under applicable Law. Only the Company shall be entitled to make any withdrawal payment with respect to any demands for appraisal of Dissenting Shares, and Parent shall not reimburse the Company, directly or indirectly, for any such demands or agree or commit to do any of payment made by the foregoingCompany.

Dissenters’ Rights. Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to held by a stockholder who has not voted in favor of the Effective TimeMerger or consented thereto in writing and has properly demanded appraisal of such Shares pursuant to, and held by holders who are entitled to appraisal rights under has complied in all respects with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger ConsiderationConsideration at the Effective Time and, but shallinstead, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and holder thereof shall be entitled to only receive the “fair value” of such consideration as shall be determined pursuant to Dissenting Shares in accordance with Section 262 of the DGCL; , unless and until the holder of such shares (a “Dissenting Stockholder”) fails to perfect, withdraws or otherwise loses his, her or its right to appraisal. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist and any Certificates or Book-Entry Shares in respect thereof shall represent only the rights provided that if any such holder by Section 262 of the DGCL and all Dissenting Stockholders shall have failed be entitled only to perfect those rights provided by Section 262 of the DGCL. If, after the Effective Time a Dissenting Stockholder fails to perfect, withdraws or shall have effectively withdrawn or lost otherwise loses such holder’s right to appraisal and payment under Section 262 of the DGCL, then such holder’s Dissenting Shares shall thereupon be deemed to treated as if they have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))Consideration, and such Shares shall not be deemed to be Dissenting Sharesas of the Effective Time, without interest thereon. The Company shall give Parent prompt notice to Parent (and Purchaser in any event within forty-eight hours) of any demands received by the Company for appraisal of any Dissenting Sharesappraisal, withdrawals or attempted withdrawals of such demands and any other instruments served pursuant received by the Company relating to Section 262 stockholders’ rights of the DGCLappraisal, in each case prior to the Effective Time. and Parent and Purchaser shall have the right to direct and participate in control all negotiations and proceedings with respect to any such demands, and the demands except as required by applicable Law. The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect toto any demands for appraisal, offer to settle or compromise, settle or compromise any such demands, approve any withdrawal of any such demands demands, waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Stock outstanding immediately prior to the Effective Time, and Time held by holders who are entitled to appraisal rights under Section 262 of the DGCL any Company Stockholder and have properly exercised and perfected their respective demands for appraisal of such Shares constituting “dissenting shares” (as defined in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL DGCL) (the “Dissenting Shares”), shall ) will not be converted into the right to receive Merger ConsiderationConsideration in accordance with Section 1.6(a), but shall, by virtue unless and until the holder of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed Dissenting Shares fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s otherwise loses his, her or its right to appraisal and payment under the DGCL. If, after the Effective Time, any such Company Stockholder fails to perfect or effectively withdraws or loses his, her or its right to appraisal, such holder’s Dissenting Shares shall thereupon will be deemed to have treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration (less in accordance with Section 1.6(a), without interest thereon. If, after the Effective Time, any amounts entitled such Company Stockholder perfects his, her or its right to appraisal and does not thereafter effectively withdraw or otherwise lose such right to appraisal, such Dissenting Shares thereupon will not be converted into the right to receive Merger Consideration in accordance with Section 1.6(a) hereof but rather will be converted into the right to receive such consideration as may be determined to be deducted or withheld due with respect to such Dissenting Shares pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares262 of the DGCL. The Company shall will give Parent (i) prompt written notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Sharesshares of Company Stock, attempted withdrawals of such demands and any other instruments served pursuant received by Company relating to Section 262 of dissenters’ rights, and (ii) the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right opportunity to direct and participate in all negotiations and proceedings with respect to such demands, and dissenters under the DGCL. Company shall will not, without the prior written consent of Parent and Purchaser(unless such payment is pursuant to a court order, settle in which event Company will give Parent notice of any such court order or offer to settlerequest therefor as soon as practicable), which consent will not be unreasonably withheld or delayed, voluntarily make any payment with respect to, any to such demands, offer to settle or settle any such demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, Shares shares of Company Common Stock outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided provided, that if any such holder shall have failed to perfect or shall have otherwise effectively waived, withdrawn or lost such holder’s right to appraisal and payment under 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, then such holder’s Shares shares of Company Common Stock shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e3.6(e)), and such Shares shares of Company Common Stock shall not be deemed to be Dissenting Shares. The Company shall give prompt written notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesshares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings Proceedings with respect to such demands, and the . The Company shall not, without the prior written consent of Parent and PurchaserParent, make any voluntary payment with respect to, or settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing. Prior to the Effective Time, 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. Notwithstanding anything in any provision of this Agreement to the contrary, including Section 4.01(a), Company Ordinary Shares issued and outstanding immediately prior to the Effective Time, Time (other than Company Ordinary Shares to be cancelled and retired in accordance with Section 4.01(a)(i)) and held by holders a Company Shareholder who are entitled to has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Company Ordinary Shares in accordance with the time and manner provided in Section 262 of the DGCL and, Companies Act (such shares being referred to collectively as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ” until such time as such Company Shareholder fails to perfect or otherwise loses such Company Shareholder’s appraisal rights under the Companies Act with respect to such shares) shall not be converted into the a right to receive a portion of the Aggregate Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and instead shall be entitled to only such consideration rights as are granted pursuant to the Companies Act (but, for avoidance of doubt, Dissenting Shares shall be determined pursuant included as applicable in the calculation of Company Shareholder Collective Percentage and Company Shareholder Pro Rata Share); provided, however, that if, after the Effective Time, such Company Shareholder fails to Section 262 of the DGCL; provided that if any perfect, withdraws or loses such holder shall have failed to perfect or shall have effectively withdrawn or lost such holderCompany Shareholder’s right to appraisal pursuant to the applicable Cayman Islands laws or if a court of competent jurisdiction shall determine that such Company Shareholder is not entitled to the relief provided by the Companies Act and payment under the DGCLall applicable Cayman Islands laws, such holder’s Shares shares shall be deemed to have treated as if they had been converted as of the Effective Time into the right to receive the portion of the Aggregate Merger Consideration (less any amounts Consideration, if any, to which such Company Shareholder is entitled to be deducted or withheld pursuant to Section 2.6(e)4.01(a), and such Shares shall not be deemed to be Dissenting Shareswithout interest thereon. The Company shall give provide Parent prompt written notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Company Ordinary Shares, withdrawals any withdrawal of any such demands demand and any other instruments served pursuant demand, notice or instrument delivered to Section 262 of the DGCL, in each case Company prior to the Effective TimeTime pursuant to the Companies Act that relates to such demand, and Parent shall be consulted with respect to all material negotiations and proceedings with respect to such demand (and promptly notified of all other negotiations and proceedings with respect to such demand). After the Closing, Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to any such demandsdemands but shall meaningfully consult with the Shareholders’ Representative with respect thereto. Prior to the Closing, and the Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or the Company shall not make any payment with respect to, or settle or offer to 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 any provision of this Agreement to the contrarycontrary other than Section 2.12(b), Shares outstanding immediately prior to the Effective Time, and any shares of Company Common Stock held by holders a holder who are entitled to has demanded and perfected appraisal rights under Section 262 of the DGCL for such shares in accordance with Delaware Law and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL andwho, as of the Effective Time, have neither has not effectively withdrawn nor or lost their rights to such appraisal and payment under the DGCL or dissenters' rights (the “Dissenting Shares”"DISSENTING SHARES"), shall not be converted into or represent a right to receive Merger Consideration pursuant to Section 2.6, but instead shall be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall may be determined pursuant to Section 262 be due with respect to such Dissenting Shares under the laws of the DGCL; provided that State of Delaware. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. (b) Notwithstanding the provisions of Section 2.6(a), if any holder of shares of Company Common Stock who demands appraisal of such holder shares under Delaware Law shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost such holder’s otherwise) the right to appraisal and payment under appraisal, then, as of the DGCL, such holder’s Shares shall be deemed to have been converted as later of the Effective Time and the occurrence of such event, such holder's shares shall no longer be Dissenting Shares and shall automatically be converted into and represent only the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld as provided in Section 2.6(a), without interest thereon, upon surrender of the certificate representing such shares pursuant to Section 2.6(e))2.10. (c) Prior to the Appointment Time, and such Shares shall not be deemed to be Dissenting Shares. The the Company shall give Parent (i) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesshares of Company Common Stock, withdrawals of such demands demands, and any other instruments served pursuant to Section 262 of Delaware Law and received by the DGCL, in each case prior Company which relate to any such demand for appraisal and (ii) the Effective Time. Parent and Purchaser shall have the right opportunity to direct and participate in all negotiations and proceedings which take place with respect to such demandsdemands for appraisal under Delaware Law. Prior the Appointment Time, and the Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or voluntarily make any payment with respect to, to any demands for appraisal of Company Common Stock or 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) In accordance with Sections 13.01 through 13.31 of the MBCA (the “MBCA Dissenters’ Rights Provisions”), dissenters’ rights may be available to holders of shares of Company Common Stock in connection with the Merger. (b) Notwithstanding anything in this Agreement to the contrarycontrary herein, Shares outstanding any shares of Company Common Stock held of record by Persons who, prior to the Special Meeting, have objected to the Merger and complied with all applicable provisions of the MBCA Dissenters’ Rights Provisions necessary to perfect and maintain their dissenter’s rights thereunder (any such shares of Company Common Stock, “Dissenting Shares”) shall not be converted as of the Effective Time into a right to receive the Merger Consideration, but instead shall entitle the holder of such shares of Company Common Stock to such rights as may be available under the MBCA Dissenters’ Rights Provisions; provided, however, that if after the Effective Time such holder fails to perfect or withdraws or otherwise loses its rights under the MBCA Dissenters’ Rights Provisions, the shares of Company Common Stock owned by such holder immediately prior to the Effective Time, and held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and Time shall be entitled to only such consideration treated as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have they had been converted as of the Effective Time into the right to receive the Merger Consideration Consideration, without interest. (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior c) Prior to the Effective Time. , the Company shall give Parent prompt notice of its receipt of each notification from a shareholder of the Company stating such shareholder’s intent to demand payment for his or her shares if the Merger is effectuated, and Purchaser Parent shall have the right to direct and participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, and the Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, or settle, any such demands. After the Effective Time, approve Parent shall pay, or shall cause the Surviving Corporation to pay, any withdrawal amounts that may become payable in respect of any such demands or agree or commit to do any of Dissenting Shares under the foregoingMBCA Dissenters’ Rights Provisions.

Dissenters’ Rights. Notwithstanding anything in this Agreement Except as otherwise waived pursuant to the contraryStockholders Agreement, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective TimeTime and which are held by a stockholder who did not vote in favor of the First Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and held by holders who are entitled to appraisal rights under complies in all respects with, the provisions of Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting SharesStockholders”), ) shall not be converted into or be exchangeable for the right to receive such stockholder’s portion of the Aggregate Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and instead such holder shall be entitled to only receive such consideration as shall may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL; provided that if any ), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such holder’s right to appraisal and payment under the DGCLshares of Company Common Stock shall thereupon be treated as an Eligible Share, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to in accordance with Section 2.6(e3.2(a)(i)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give Parent prompt notice to Parent and Purchaser a copy of any written demands received by the Company for appraisal of any Dissenting Sharesappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to Section 262 applicable Law that are received by Company relating to Company Stockholders’ rights of the DGCL, in each case prior to the Effective Timeappraisal. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. All of the Persons who have executed and delivered a Stockholder Agreement shall have consented to the Merger and shall have delivered their stock certificates in accordance with the terms hereof. Holders of 100% of the Company Preferred Shares and holders of the requisite number of the Company Common Shares shall have consented to the Merger and delivered all of their capital stock to the Parent or the Exchange Agent in accordance with the terms hereof, and the holders of not more than 2% of the issued and outstanding Company Common Shares shall have exercised, or shall have any continued right to exercise, appraisal or dissenter's rights. Notwithstanding anything in this Agreement to the contrary, any Company Common Shares or Company Preferred Shares outstanding immediately prior to the Effective Time, Time and held by holders a holder who are entitled has not voted in favor of the Merger or delivered a valid, unrevoked proxy in favor of the Merger, or consented thereto in writing and who has delivered written notice to appraisal rights under Section 262 the Company objecting to the Merger and demanding payment for his shares as required in accordance, and has otherwise complied, with the applicable provisions of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “"Dissenting Shares”"), shall not be converted into the right to receive the Parent Common Stock, unless and until such holder fails to elect to dissent from the Merger Consideration, but shall, by virtue or effectively withdraws or otherwise loses his right to payment of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 fair value of his shares under the provisions of the DGCL; provided that if . If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s loses his right to appraisal and payment under the DGCLsuch payment, such holder’s Dissenting Shares shall thereupon be deemed to have treated as if they had been converted as of the Effective Time into the right to receive Parent Common Stock to which such holder is entitled, without interest or dividends thereon. Any amounts paid to holders of Dissenting Shares in an appraisal proceeding will be paid by the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), Surviving Corporation out of its own funds and such Shares shall will not be deemed to be Dissenting Sharespaid by Parent or Merger Sub. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of to any such demands or agree offer to settle or commit to do settle any of the foregoingsuch demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and held by extent that holders who of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL DGCL, shares of Company Common Stock issued and have outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfected their respective demands his or her demand for appraisal of such Shares in the time and manner provided in rights under Section 262 of the DGCL and, as of the Effective Time, have neither and not effectively withdrawn nor or lost their such holder’s rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration, but shall, by virtue the holders of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and such Dissenting Shares shall be entitled to only receive such consideration as shall be determined pursuant to Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive the “fair value” of such Dissenting Shares as determined in accordance with Section 262 of the DGCL); provided provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s his, her or its right to appraisal and payment under the DGCLDGCL (whether occurring before, at or after the Effective Time), such holder’s Shares shares of Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less Consideration, without any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))interest thereon, and such Shares shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Sharesshares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCLDGCL received by the Company relating to appraisal demands, in each case prior to the Effective Time. and Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, and the Company shall not, without the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, to or settle or compromise or offer to settle or compromise any such demandsdemand or proceeding, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in For the purposes of this Agreement Agreement, "DISSENTING SHARES" shall refer to the contrary, all Shares outstanding immediately prior to the Effective Time, and held by holders stockholders of the Company who are entitled have not voted such Shares for approval of the Merger and with respect to which such stockholders shall have demanded properly in writing appraisal rights under for such Shares in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal Delaware Law. The aggregate number of such Dissenting Shares shall in the time and manner provided in Section 262 no event exceed 10% of the DGCL and, Company's outstanding Common Stock as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “on a fully diluted, as-converted basis. Any Dissenting Shares”), Shares shall not be converted into into, or be exchangeable for, the right to receive Merger Consideration, Parent Common Stock but shall, by virtue of shall instead be converted in to the Merger, be automatically cancelled and no longer outstanding, shall cease right to exist and shall be entitled to only receive such consideration as shall may be determined to be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL; provided that if any Delaware Law unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s 's right to of appraisal and payment under payment, as the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Sharescase may be. The Company shall give Parent prompt notice to Parent and Purchaser of any demands received by the Company for appraisal withdrawals of any Dissenting Shares, Shares (and shall also give Parent prompt notice of any withdrawals of such demands for appraisal rights), and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and . Neither the Company shall notnor the Surviving Corporation shall, without except with the prior written consent of Parent and PurchaserParent, voluntarily make any payments with respect to, or settle or offer to settle, or make any payment with respect tosuch demand for appraisal rights. If after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent shall issue and deliver, upon surrender by such demandsCompany Stockholder of a certificate or certificates representing any Shares, approve the number of shares of Parent Company Stock to which such stockholder would otherwise be entitled under Section 1.6(a) and the Certificate of Merger, without any withdrawal of any such demands or agree or commit to do any of the foregoinginterest thereon.

Dissenters’ Rights. Notwithstanding anything in any provision of this Agreement to the contrary, Company Shares which are issued and outstanding immediately prior to the Effective Time, Time and which are held by holders who are entitled to appraisal rights under shall have complied with the provisions of Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “"Dissenting Shares”), ") shall not be converted into the right to receive the Merger Consideration, but shall, by virtue and holders of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and such Dissenting Shares shall be entitled to only receive payment of the fair value of such consideration as shall be determined pursuant to Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided that if , 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 Shares under Section 262 of the DGCL. If, after the Effective Time, any such holder shall have failed fails to perfect comply with the provisions of Section 262 of the DGCL or shall have effectively withdrawn withdraws or lost loses such holder’s right to appraisal and payment under the DGCLright, such holder’s Dissenting Shares shall thereupon be deemed to have treated as if they had been converted as of at the Effective Time into the right to receive the Merger Consideration (less Consideration. Notwithstanding anything to the contrary contained in this Section 3.3, if this Agreement is terminated prior to the Effective Time, then the right of any amounts entitled holder of Company Shares to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by paid the Company for appraisal of any Dissenting Shares, withdrawals fair value of such demands and any other instruments served holder's Dissenting Shares pursuant to Section 262 of the DGCL shall cease. The Company shall give Parent notice of any written demands for appraisal of Shares received by the Company under Section 262 of the DGCL, in each case prior to and shall give Parent the Effective Time. Parent and Purchaser shall have the right opportunity to direct and participate in compliance with all applicable Laws all negotiations and proceedings Proceedings with respect to such demands, and the . The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or (i) make any payment with respect toto any such demands for appraisal, (ii) offer to settle or settle any such demands, approve (iii) waive any withdrawal of any such demands failure to timely deliver a written demand for appraisal in accordance with the DGCL or (iv) agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders (a) Stockholders who are entitled to appraisal rights under Section 262 of the DGCL and who have properly exercised and perfected their respective demands complied with all the requirements for perfecting appraisal of such Shares in the time and manner provided in Section 262 of the DGCL andrights, as of required under the Effective TimeDGCL, have neither effectively withdrawn nor lost shall be entitled to their appraisal rights to such appraisal and payment under the DGCL with respect to such shares (the “Dissenting Shares”). Notwithstanding the foregoing, if any holder of Dissenting Shares shall effectively withdraw or permanently lose (through failure to perfect or otherwise) such holder’s appraisal rights, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the portion of the Merger Consideration to which such holder is then entitled under this Agreement, without interest thereon and upon surrender of the certificate representing such shares in accordance with this Agreement. Notwithstanding any provision of this Agreement to the contrary, any Dissenting Shares held by a Stockholder who has validly perfected such Stockholder’s appraisal rights for such shares in accordance with the DGCL shall not be converted into the right to receive any portion of the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration . (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. b) The Company shall give Parent (i) prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Sharesshares, attempted written withdrawals of such demands demands, and any other instruments served pursuant to Section 262 of the DGCL, in each case prior DGCL and received by the Company relating to Stockholders’ rights to appraisal with respect to the Effective Time. Parent Merger and Purchaser shall have (ii) the right opportunity to direct and participate in all negotiations and proceedings with respect to any exercise of such demands, and appraisal rights under the DGCL. The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company or interest thereon, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands or agree or commit to do demands. Any payments in respect of any Dissenting Shares in excess of the foregoingconsideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or other Losses in respect of any Dissenting Shares (including attorneys’ and consultants’ fees, costs and expenses and including any such fees, costs and expenses incurred in connection with investigating, defending against or settling any Claim) are collectively referred to herein as the “Dissenting Share Payments”.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and any shares of Company Capital Stock held by holders any Company Stockholder who are entitled shall have demanded and not lost or withdrawn, or who shall be eligible to demand, appraisal rights under Section 262 with respect to such shares of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares Company Capital Stock in the time and manner provided in Section 262 of the DGCL andor, as if applicable, Chapter 13 of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL California Corporations Code (the “Dissenting Shares”), ) shall not be converted into represent the right to receive the Merger Consideration, but shall, by virtue subject to adjustment as provided herein and if and when payable in accordance with the terms of the Merger, be automatically cancelled and no longer outstanding, this Agreement. If any Company Stockholder shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed fail to perfect or shall have effectively withdrawn withdraw or lost lose such holderStockholder’s right to appraisal and payment under the DGCLDGCL or California Corporations Code, as the case may be, each share of Company Capital Stock held by such holder’s Shares Company Stockholder shall be deemed thereupon, in accordance with and subject to have been converted as of the Effective Time into provisions set forth in this Article II, represent the right to receive the Merger Consideration Consideration, subject to adjustment as provided herein and if and when payable in accordance with the terms of this Agreement. (less b) The Company shall give Parent prompt notice of any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))demands for appraisal received by the Company, withdrawals of such demands, and such Shares shall not be deemed to be Dissenting Sharesany other communications received by the Company in connection with any demands for appraisal. The Company shall give prompt notice not, except with the written consent of Parent, voluntarily make any payment with respect to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Timedemands. Parent and Purchaser shall have the right right, subject to direct acting reasonably and participate in good faith, to control all negotiations and proceedings with respect to such demandsdemands for appraisal, and including the Company shall not, without the prior written consent of Parent and Purchaser, right to settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit subject to do any the approval of the foregoingStockholders’ Representative, such approval not to be unreasonably withheld. To the extent that Parent or the Company makes any payment in respect of any Dissenting Shares, Parent shall be entitled to recover under Article IX hereof (i) the aggregate amount by which such payment exceeds the Merger Consideration, subject to adjustment as provided herein and if and when payable in accordance with the terms of this Agreement, to which the holders of such Dissenting Shares were entitled and (ii) any other reasonable costs and expenses, including reasonable attorney fees and expenses, incurred in connection with investigating, defending and settling such demands for appraisal (the amounts in clauses (i) and (ii) collectively, “Dissenting Share Payments”).

Dissenters’ Rights. “Dissenting Share” means any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded properly in writing appraisal for such shares of Company Common Stock in accordance with Section 262 of Delaware Law. Notwithstanding anything in any provision of this Agreement to the contrary, Dissenting Shares outstanding immediately prior shall not be converted as provided in Section 1.7(a)(i), but the holder thereof shall be entitled only to such rights as are granted by Delaware Law. Notwithstanding the Effective Timeforegoing, and held by holders if any holder of shares of Company Common Stock who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 holder’s shares of the DGCL andCompany Common Stock under Delaware Law effectively withdraws or loses (through failure to perfect or otherwise) such holder’s right to appraisal, then as of the Effective TimeTime or the occurrence of such event, have neither effectively withdrawn nor lost their rights to whichever later occurs, such appraisal and payment under the DGCL (the “Dissenting Shares”), holder’s shares of Company Common Stock shall not automatically be converted into the right to receive Merger Consideration, but shall, by virtue the amounts provided for in Section 1.7(a) upon surrender of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only Company Certificates representing such consideration as shall be determined Company Common Stock pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e1.10(c)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give Parent (i) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal or payment of the fair value of any Dissenting Sharesshares of Company Common Stock, withdrawals of such demands demands, and any other instruments served on the Company relating to such demands pursuant to Section 262 of Delaware Law, and (ii) the DGCL, in each case prior opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without demands for appraisal under Delaware Law. Except with the prior written consent of Parent and Purchaser(which shall not be unreasonably withheld, settle delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle, or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in any other provision of this Agreement to the contrary, Shares if required by the DGCL (but only to the extent required thereby), shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, Time and that are held by holders of such shares who are entitled have not voted in favor of the adoption of this Agreement or consented thereto in writing with respect to such shares and who have properly exercised appraisal rights under with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration, but shall, by virtue and holders of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and such Dissenting Shares shall be entitled to only receive payment of the fair value of such consideration Dissenting Shares in accordance with the provisions of such Section 262, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Shares will thereupon be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, and the Surviving Corporation shall be determined 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 other than such rights as are provided to holders of Dissenting Shares pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give Parent (i) prompt written notice to Parent and Purchaser of any written demands or correspondence relating thereto received by the Company for appraisal appraisals of any Dissenting Sharesshares of Company Common Stock (or written threats thereof), withdrawals (or purported withdrawals) of such demands and any other written demands or correspondence relating thereto, notices or instruments served pursuant relating to Section 262 of appraisal demands received by the DGCL, in each case prior to Company and (ii) the Effective Time. Parent opportunity and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the . The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect toto any demands for appraisal or offer to settle or settle, any such demandsor approve the withdrawal of, approve any withdrawal of any such demands or waive any failure to timely deliver a written demand for appraisal or otherwise to comply with Section 262 of the DGCL or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement (A) Each outstanding share of CBH Common Stock, the holder of which has perfected his right to the contrary, Shares outstanding immediately prior to the Effective Time, dissent under applicable law and held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of has not effectively withdrawn or lost such Shares in the time and manner provided in Section 262 of the DGCL and, right as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL Time (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the represent a right to receive the Merger Consideration (less hereunder, and the holder thereof shall be entitled only to such rights as are granted by the PBCL. CBH shall give BMBC prompt notice upon receipt by CBH of any amounts entitled to be deducted or withheld such demands for payment of the fair value of such shares of CBH Common Stock and of withdrawals of such notice and any other related communications served pursuant to Section 2.6(e)the applicable provisions of the PBCL (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser BMBC shall have the right to direct and participate in all discussions, negotiations and proceedings with respect to any such demands, and the Company . CBH shall not, without except with the prior written consent of Parent and PurchaserBMBC, settle or offer to settle, or voluntarily make any payment with respect to, or settle or offer to settle, any such demandsdemand for payment, approve or waive any withdrawal failure to timely deliver a written demand for appraisal or the taking of any other action by such demands Dissenting Shareholder as may be necessary to perfect appraisal rights under the PBCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation. (B) If any Dissenting Shareholder withdraws or agree loses (through failure to perfect or commit otherwise) his right to do any such payment at or prior to the Effective Time, such holder’s shares of CBH Common Stock shall be converted into a right to receive the foregoingMerger Consideration in accordance with the applicable provisions of this Agreement. If such holder withdraws or loses (through failure to perfect or otherwise) his right to such payment after the Effective Time, each share of CBH Common Stock of such holder shall be entitled to receive the Merger Consideration.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled canceled and no longer outstanding, shall cease to exist and the holder thereof shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCLDGCL in respect of such Shares; provided provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e3.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten (10) days after the Effective Time, the Surviving Corporation shall provide each of the holders of Dissenting Shares with the second notice contemplated by Section 262(d)(2) of the DGCL. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Unless this Agreement is terminated pursuant to Section 9, Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without the prior written consent of Parent and Purchaser, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. In accordance with the DGCL, holders ------------------ of shares of Company Common Stock will not be entitled to appraisal rights. Notwithstanding anything in any provision of this Agreement to the contrary, Shares if and to the extent required by the DGCL, shares of Company Preferred Stock which are issued and outstanding immediately prior to the Effective Time, Time and which are held by holders of such shares of Company Preferred Stock who are have properly exercised appraisal rights with respect thereto (the "Dissenting Preferred Stock") in -------------------------- accordance with Section 262 of the DGCL, shall not be exchangeable for the right to receive shares of Newco Preferred Stock, and holders of such shares of Dissenting Preferred Stock shall be entitled to appraisal rights under receive payment of the appraised value of such shares of Dissenting Preferred Stock in accordance with the provisions of Section 262 of the DGCL unless and have properly exercised and perfected their respective demands for appraisal of until such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed holders fail to perfect or shall have effectively withdrawn withdraw or lost such holder’s right otherwise lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such holder’s Shares shares of Dissenting Preferred Stock shall thereupon be deemed treated as if they had been converted into and to have been converted as of become exchangeable for, at the Effective Time into Time, the right to receive shares of Newco Preferred Stock, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.11, if (i) the Merger Consideration is rescinded or abandoned or (less ii) the stockholders of the Company revoke the authority to effect the Merger, then the right of any amounts entitled stockholder to be deducted or withheld paid the fair value of such stockholder's Dissenting Preferred Stock pursuant to Section 2.6(e)), and such Shares 262 of the DGCL shall not be deemed to be Dissenting Sharescease. The Company shall give Intel prompt notice to Parent and Purchaser of any demands received by the Company for appraisal appraisals of any shares of Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective TimePreferred Stock. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the The Company shall not, without except as required by applicable law or with the prior written consent of Parent and PurchaserIntel, settle or offer to settle, or make any payment with respect to, to any demands for appraisals or 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. Notwithstanding anything in any provision of this Agreement to the contrary, any Dissenters’ Shares outstanding immediately prior shall not be converted into or represent a right to receive any Per Common Consideration, Per Series A Consideration or Per Series B Consideration, but the Effective Time, and held by holders who are holder of such Dissenters’ Shares shall only be entitled to appraisal such rights under Section 262 as are granted by the IBCL. If a holder of the DGCL and have properly exercised and perfected their respective shares of Company Common Stock, Series A Preferred Stock or Series B Preferred Stock who demands for appraisal of such Shares in shares under the time and manner provided in Section 262 of IBCL shall effectively withdraw or otherwise lose (through failure to perfect or otherwise) the DGCL andright to appraisal, then, as of the Effective TimeTime or the occurrence of such event, have neither effectively withdrawn nor lost their rights to whichever last occurs, (a) each such appraisal and payment under the DGCL (the “Dissenting Shares”), share of Company Common Stock shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to represent only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration Per Common Consideration, without interest, upon the surrender of the certificate representing such share of Company Common Stock, (less any amounts entitled b) each such share of Series A Preferred Stock shall be converted into and represent only the right to receive the Per Series A Consideration, without interest, upon the surrender of the certificate representing such share of Series A Preferred Stock and (c) each such share of Series B Preferred Stock shall be deducted or withheld pursuant converted into and represent only the right to Section 2.6(e))receive the Per Series B Consideration, and without interest, upon the surrender of the certificate representing such Shares shall not be deemed to be Dissenting Sharesshare of Series B Preferred Stock. The Company shall give Parent prompt notice to Parent and Purchaser of any demands written demand for appraisal of any shares of Company Common Stock or Company Preferred Stock, any attempted withdrawal of any such demand and any other instrument served pursuant to the IBCL received by the Company for appraisal relating to shareholders’ rights of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Timeappraisal. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or voluntarily make any payment with respect toto any demands for appraisal of Shares, offer to settle any such demands, demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, and Time held by holders a holder (a “Dissenting Stockholder”) who are entitled shall not have voted to adopt this Agreement and has the right to demand and has properly demanded an appraisal rights under of such shares in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled converted into the right to only receive such consideration as shall may be determined due such Dissenting Stockholder pursuant to Section 262 of the DGCL; provided that if any DGCL unless such holder shall have failed Dissenting Stockholder fails to perfect perfect, withdraws or shall have effectively withdrawn or lost otherwise loses such holderDissenting Stockholder’s right to such payment or appraisal and payment under of such shares. If, after the DGCLEffective Time, such holder’s Shares Dissenting Stockholder fails to perfect, withdraws or otherwise loses any such right to appraisal, each such share of such Dissenting Stockholder shall no longer be considered a Dissenting Share and shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled in accordance with Section 2.1. At the Effective Time, all Dissenting Shares shall automatically be canceled, cease to exist and no longer be deducted or withheld pursuant to Section 2.6(e))outstanding, and such each holder of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented any Dissenting Shares shall not be deemed cease to be have any rights with respect thereto, except the right to receive either payment of the fair value of such Dissenting SharesShares in accordance with Section 262 of the DGCL or the per share Merger Consideration, as the case may be, upon the surrender of such Certificate or Book-Entry Share in accordance with Section 2.4 (without interest). The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Sharesshares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCLDGCL received by the Company, in each case prior to the Effective Time. and Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the . The Company shall not, without except with the prior written consent of Parent and Purchaser(which shall not be unreasonably withheld or delayed), settle or offer to settle, or voluntarily make any payment with respect to, any such demandsor settle or offer to settle, approve any withdrawal of any such demands or agree to do or commit to do any of the foregoingforegoing except to the extent required by applicable Law.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares each share of the Company Capital Stock (other than Excluded Shares) outstanding immediately prior to the First Effective Time, Time and held by holders a holder who are is entitled to demand and has properly demanded appraisal rights under Section 262 for such shares of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares Company Capital Stock in the time and manner provided in accordance with Section 262 of the DGCL and, as of the First Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive Merger Consideration, but shall, by virtue a portion of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and Merger Consideration but shall be entitled only to only such consideration rights as shall be determined pursuant to are granted by Section 262 of the DGCL; provided that if any , unless and until such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses such holder’s right to appraisal and payment under the DGCL. If, after the First Effective Time, any such holder fails to perfect or withdraws or loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be deemed to have treated as if they had been converted as of the First Effective Time into the right to receive the portion of the Merger Consideration (less any amounts Consideration, if any, to which such holder is entitled to be deducted or withheld pursuant to Section 2.6(e)3.1(a)(i), and such Shares shall not be deemed to be Dissenting Shareswithout interest. The Company shall give Parent (a) prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Sharesshares of the Company Capital Stock issued and outstanding immediately prior to the First Effective Time, attempted written withdrawals of such demands demands, and any other instruments served pursuant to Section 262 of the DGCL, in each case prior DGCL and received by the Company relating to stockholders’ rights to appraisal with respect to the Effective Time. Parent Merger and Purchaser shall have (b) the right opportunity to direct and participate in all negotiations and proceedings with respect to any exercise of such demands, and appraisal rights under the DGCL. The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle which shall not be unreasonably withheld, conditioned or offer to settledelayed, or voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company, offer to settle or settle any such demands, demands or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Any Dissenting Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to appraisal rights (as defined under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL andDelaware Law) shall not be converted into Rosetta Common Stock or Rosetta Series B Preferred Stock, as of the Effective Timeapplicable, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), but shall not instead be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall may be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings due with respect to such demandsDissenting Shares pursuant to Delaware Law. Acacia agrees that, and the Company shall not, without except with the prior written consent of Parent and Purchaser, settle or offer to settleRosetta, or as required under Delaware Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such demandspurchase demand. Each holder of Dissenting Shares who, approve any withdrawal pursuant to the provisions of any such demands or agree or commit Delaware Law, becomes entitled to do any payment of the foregoingfair value for shares of Acacia Capital Stock shall receive payment therefor (but only after such value shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Rosetta shall issue and deliver, upon surrender by such holder of certificate or certificates representing shares of Acacia Capital Stock, the number of shares of Rosetta Common Stock or Rosetta Series B Preferred Stock, as applicable, to which such holder would otherwise be entitled under this Section 1.6 and the Certificate of Merger less the number of shares allocable to such holder that have been deposited in the Escrow Fund (as defined in Section 1.7(b) below) in respect of such shares of Rosetta Common Stock or Rosetta Series B Preferred Stock, as applicable, pursuant to Section 8 below.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrarycontrary and unless otherwise provided by applicable law, Shares each share of Company Common Stock which is issued and outstanding immediately prior to the Effective TimeTime and which is owned by a holder who (i) shall have voted such shares against the Merger, and held by holders who are entitled (ii) pursuant to Maryland Code Annotated, Fin. Inst. Section 3-718 et seq. (the “Dissenters’ Rights Statutes”), duly and validly exercises and perfects his, her or its appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights with respect to such appraisal and payment under the DGCL shares of Company Common Stock (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration, but shallbut, by virtue of instead, the Mergerholder thereof, be automatically cancelled and no longer outstandingwith respect to such Dissenting Shares, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 payment in cash from Parent of the DGCL; provided that if appraised value of the Dissenting Shares in accordance with the provisions of the Dissenters’ Rights Statutes. If any such holder shall have failed to duly and validly exercise or perfect or shall have effectively withdrawn or lost such holder’s right dissenters’ rights, each share of Company Common Stock of such holder as to appraisal which dissenters’ rights were not duly and payment under the DGCLvalidly exercised or perfected, such holder’s Shares or were effectively withdrawn or lost, shall not be deemed to have been a Dissenting Share and shall automatically be converted as of the Effective Time into and shall thereafter be exchangeable only for the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Sharesas provided in this Agreement. The Company shall give will provide Parent (i) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal payment of any Dissenting Sharesthe fair value of shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served on and received by the Company pursuant to Section 262 of Dissenters’ Rights Statutes, and (ii) the DGCL, in each case prior opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in and direct all negotiations and proceedings with respect to such demands, and the any demands for appraisal under Dissenters’ Rights Statutes. The Company shall not, without except with the prior written consent of Parent and PurchaserParent, make any payment with respect to any demands for payment of fair value, settle or offer to settle, or make any payment with respect to, settle any such demands, or approve any withdrawal of any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything (a) Promptly following the receipt by the Company of written consents of Stockholders constituting the Requisite Stockholder Approval, the Company shall provide each record holder of Common Stock who shall not have voted in this Agreement favor of the Merger or consented thereto in writing, with notice (such notice to the contrary, Shares outstanding immediately prior be subject to the Effective Time, Parent’s review and held by holders who are entitled to consent) of such holder’s appraisal rights under pursuant to Section 262 of the DGCL and have properly exercised Chapter 13 of the CCC (if and perfected their respective to the extent applicable). The Company shall give Parent prompt notice of any demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect DGCL or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as Chapter 13 of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands CCC received by the Company for appraisal of from any Dissenting SharesStockholders, withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL or CCC and received by the Company in connection therewith. No later than 10 days following the date on which the Effective Time occurs, the Surviving Corporation shall provide notice of the DGCLEffective Time to each holder of Dissenting Shares (as hereinafter defined). (b) Notwithstanding any provision of this Agreement to the contrary, in each case no Outstanding Shares that are held immediately prior to the Effective TimeTime by holders who have neither voted in favor of the Merger nor consented thereto in writing and who have demanded and perfected the right, if any, for appraisal of such Outstanding Shares in accordance with the applicable provisions of the DGCL or the CCC (if and to the extent applicable) and have not withdrawn or lost such right to appraisal (collectively, the “Dissenting Shares”) shall be converted into or represent a right to receive the consideration for such shares set forth in this Agreement, but the holder of such Dissenting Shares shall only be entitled to such appraisal rights as are granted by the DGCL or the CCC (if and to the extent applicable). If a holder of Outstanding Shares who demands appraisal of such Outstanding Shares under the DGCL or CCC shall thereafter effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal with respect to such Outstanding Shares, then, as of the occurrence of such withdrawal or loss, each such Outstanding Share shall be deemed to have been converted into and represent only the right to receive, in accordance with Section 2.7 (Conversion of Outstanding Shares) and 2.11 (Payments), the consideration for such shares set forth in this Article II and Section 10.5(b) (Distributions), if any. The Company shall promptly provide notice to Parent of any demands received by the Company for appraisal of any Outstanding Shares, and Purchaser Parent shall have the right to direct and participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company will not voluntarily make any payment with respect to any demands made under Section 262 of the DGCL or Chapter 13 of the CCC, and the Company shall will not, without the except with Parent’s prior written consent of Parent and Purchaserconsent, settle or offer to settle, or settle any such demands; it being agreed that following the Effective Time the Surviving Corporation will have the exclusive right to make any payment payments with respect to, to any such demands, approve any withdrawal of and to settle or offer to settle any such demands or agree or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything (A) Each outstanding share of Polonia Common Stock, the holder of which has provided notice of his or her intent to dissent under and in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, accordance with applicable law and held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of has not effectively withdrawn or lost such Shares in the time and manner provided in Section 262 of the DGCL and, right as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL Time (the “Dissenting Shares”), shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by applicable law. Polonia shall give Prudential prompt notice upon receipt by Polonia of any such demands for payment of the fair value of such shares of Polonia Common Stock and of withdrawals of such notice and any other related communications served pursuant to the applicable provisions of applicable law (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”), and Prudential shall have the right to receive Merger Considerationparticipate in all discussions, but shallnegotiations and proceedings with respect to any such demands. Polonia shall not, except with the prior written consent of Prudential, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by virtue such Dissenting Shareholder as may be necessary to perfect appraisal rights under applicable law. Any payments made in respect of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and Dissenting Shares shall be entitled to only such consideration as made by the Surviving Corporation. (B) If any holder of Dissenting Shares shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed fail to perfect or shall have effectively withdrawn or lost such holder’s the right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed dissent at or prior to have been converted as of the Effective Time and shall have delivered a properly completed Election Form to the Exchange Agent by the Election Deadline, the Dissenting Shares held by such holder shall be converted into a right to receive Prudential Common Stock and/or cash in accordance with the applicable provisions of this Agreement; and if any such holder of Dissenting Shares shall not have delivered a properly completed Election Form to the Exchange Agent by the Election Deadline, the Dissenting Shares held by such holder shall be designated Non-Election Shares. If such holder withdraws or loses (through failure to perfect or otherwise) his right to such payment after the Effective Time, each share of Polonia Common Stock of such holder shall be entitled to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the Company shall not, without the prior written consent of Parent and Purchaser, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoingConsideration.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares The holders of shares of Common Stock issued and outstanding immediately prior to the Effective TimeTime as to which dissenters' appraisal rights shall have been duly exercised (or attempted to be exercised) under applicable Law (the "Dissenting Shares"), and held by holders who are if any, shall (a) not be entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of convert such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted shares into the right to receive the Per Share Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled Consideration and no longer outstanding, shall cease to exist and shall (b) be entitled to only such consideration as shall be determined pursuant to Section 262 receive payment by the Surviving Corporation of the DGCLappraised value of such shares determined in accordance with applicable Law, plus accrued interest thereon to the extent required in accordance with applicable Law; provided that provided, however, that, if any holder of Dissenting Shares (i) shall, under the circumstances permitted by applicable Law, subsequently deliver a written withdrawal of such holder's demand for such appraisal or (ii) fails to perfect or loses such holder's entitlement to such appraisal under applicable Law, such holder shall have failed to perfect or shall have effectively withdrawn or lost forfeit such holder’s right to appraisal payment and payment under the DGCL, such holder’s Dissenting Shares shall thereupon be deemed to have been converted into the right to receive, without interest, the Per Share Merger Consideration in respect of such Dissenting Shares as of the Effective Time into Time. Payments in respect of any settlement of any demands for appraisal may be paid first from the right Exchange Fund (provided, however, that the amount paid to receive any such settling holder from the Exchange Fund shall not exceed the aggregate Per Share Merger Consideration (less any amounts entitled which would otherwise be payable with respect to be deducted or withheld such settling holder pursuant to Section 2.6(e2.5)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser the Buyer of any written demands received by the Company for appraisal of such appraisal, any Dissenting Shares, written withdrawals of such demands and any other instruments document served pursuant to Section 262 of on the DGCL, Company under applicable Law in each case prior to the Effective Timerespect thereof. Parent and Purchaser The Buyer shall have the right to direct and participate in all negotiations and proceedings Proceedings with respect to such demands, and the demands for appraisal. The Company shall not, not offer or agree to make or make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands without the prior written consent of Parent and Purchaser, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoingBuyer (which shall not be unreasonably withheld).

Dissenters’ Rights. Notwithstanding anything in (a) Promptly following the execution of this Agreement to Agreement, the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to Company shall provide each record holder of Common Stock with notice of their appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give Parent prompt written notice to Parent and Purchaser of any demands for appraisal pursuant to section 262 of the DGCL received by the Company for appraisal of any Dissenting SharesCompany, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCLDGCL and received by the Company in connection therewith, in each case prior to the Effective Time. and Parent and Purchaser shall have the right to direct and participate at its own expense in all negotiations and or proceedings with respect to any such demands, and the . The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or voluntarily make any payment with respect to, any such demandsor settle or offer to settle, approve any withdrawal of any such demands or agree or commit prior to do any the Effective Time. No later than ten days following the date on which the Effective Time occurs, Parent and the Surviving Corporation shall provide all Shareholders with notice of the foregoingEffective Time. (b) Notwithstanding any provision of this Agreement to the contrary, no shares of Common Stock that are held immediately prior to the Effective Time by holders who have neither voted in favor of the Merger nor consented thereto in writing and who have demanded and perfected the right, if any, for appraisal of such shares of Common Stock in accordance with the provisions of Section 262 of the DGCL and have not withdrawn or lost such right to such appraisal (collectively “Dissenting Shares”) shall be converted into or represent a right to receive the Common Share Price or any other amount, but the holder of such shares of Common Stock shall only be entitled, in lieu thereof, to such rights as are provided under Section 262 of the DGCL. If a holder of shares of Common Stock who demands appraisal of such shares of Common Stock under the DGCL shall thereafter effectively withdraw (under Section 262(k) of the DGCL) or lose (through failure to perfect or otherwise) the right to appraisal with respect to such shares of Common Stock, then each such share of Common Stock shall be deemed to have been converted, at the Effective Time, into and represent only the right to receive the Common Share Price in accordance with this Agreement, without any interest thereon, upon delivery of a completed and duly executed Letter of Transmittal and the surrender of the certificate or certificates representing such share of Common Stock to the Surviving Corporation.

Dissenters’ Rights. Notwithstanding anything (a) Promptly following the adoption of this Agreement, the Company shall provide each Company Stockholder who shall not have voted in favor of the adoption of this Agreement to the contraryor consented thereto in writing, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to with notice of such Company Stockholder’s appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if . The Company or Surviving Entity, as applicable, shall give Parent prompt notice of any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to demands for appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser 262 of any demands the DGCL received by the Company for appraisal of or Surviving Entity, as applicable, from any Dissenting SharesCompany Stockholders, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, DGCL and received by the Company in each case prior connection therewith and the opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in and direct all negotiations and proceedings with respect to any such demands, and the demands for appraisal. The Company shall not, without except with the prior written consent of the Parent and Purchaser(such consent not be to be unreasonably withheld, settle conditioned or offer delayed), make any payment or agree to settle, or make any payment with respect to, to any demand for appraisal or agree to settle any such demands. (b) Notwithstanding any provision of this Agreement to the contrary, approve any withdrawal no shares of any Company Common Stock that are owned of record immediately prior to the Effective Time by Company Stockholders who have neither voted such demands or agree or commit to do any shares in favor of the foregoingadoption of this Agreement nor consented thereto in writing and who have properly demanded and perfected the right, if any, for appraisal of such shares in accordance with the provisions of Section 262 of the DGCL and have not withdrawn or lost such right to appraisal (collectively, the “Dissenting Shares”) shall be converted into or represent a right to receive the Merger Consideration, but the holder of such Dissenting Shares shall only be entitled to such appraisal rights as are granted by the DGCL. If a Company Stockholder who demands appraisal of such shares of Company Common Stock under the DGCL shall thereafter effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal with respect to such shares, then, as of the occurrence of such withdrawal or loss, such shares shall be deemed to have been converted into as of the Effective Time, and shall represent only the right to receive, in accordance with Sections 2.6, 2.7 and 2.11(a), the Merger Consideration and other consideration described in Sections 2.6 and 2.7 without interest thereon.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares if required by the DGCL (but only to the extent required thereby), shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time, Time and that are held by holders a Stockholder (a “Dissenting Stockholder”) who are entitled to appraisal properly exercises dissenters rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares thereto in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under accordance with the DGCL (the “Dissenting Shares”), ) shall not be converted into the right to receive Merger Considerationas described in Section 2.7(b), but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, holder thereof shall cease to exist and shall only be entitled to only such consideration rights as shall be determined pursuant to Section 262 of are granted by the DGCL; provided that if . (b) If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Stockholder who holds Dissenting Shares shall be deemed to have been converted as of the Effective Time effectively withdraws or loses (through passage of time, failure to demand or perfect, or otherwise) the right to demand and perfect appraisal rights under the DGCL, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares that were Dissenting Shares shall automatically be converted into and represent only the right to receive any portion of the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to and subject to Section 2.6(e)), and 2.6 without interest thereon upon surrender of the certificate representing such Shares shall not be deemed to be Dissenting Shares. shares. (c) The Company shall give Parent (i) prompt notice to Parent and Purchaser of any written demands received by the Company for appraisal of any Dissenting Sharesshares of Company Capital Stock, withdrawals of such demands demands, and any other instruments or notices served pursuant to Section 262 of the DGCL, in each case prior DGCL on the Company and (ii) the opportunity to the Effective Time. Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and demands for appraisal under the DGCL. The Company shall not, without except with the prior written consent of Parent and PurchaserParent, settle or offer to settle, or voluntarily make any payment with respect toto any demands for appraisal of Company Capital Stock, or offer to settle any such demands. (d) To the extent that the amounts payable (if any) to Dissenting Stockholders for each Dissenting Share pursuant to Section 2.8 is less than the Merger Consideration that would have been received by such Dissenting Stockholders pursuant to Section 2.6, approve any withdrawal such difference in value shall be added to the next Subsequent Payment and distributed in accordance with Section 2.6. To the extent that the amounts payable (if any) to Dissenting Stockholders for each Dissenting Share exceed the amount of any Cash Consideration that would have been received by such demands or agree or commit Dissenting Stockholders pursuant to do any of Section 2.6, such difference in value shall be deducted by Parent from the foregoingnext Subsequent Payment.

Dissenters’ Rights. Notwithstanding anything (a) For purposes of this Agreement, "Dissenting Shares" means Company ----------------- Shares held as of the Effective Time by a Stockholder who has not voted such Company Shares in favor of the adoption of this Agreement and the Merger and with respect to the contrary, Shares outstanding immediately prior to the Effective Time, which appraisal shall have been duly demanded and held by holders who are entitled to appraisal rights under perfected in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case forfeited prior to the Effective Time. Parent and Purchaser Dissenting Shares shall have not be converted into or represent the right to receive the Closing Merger Consideration, unless such Stockholder shall have forfeited his, her or its right to appraisal under the DGCL or properly withdrawn, his, her or its demand for appraisal. If such Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then as of the occurrence of such event, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Closing Merger Consideration issuable in respect of such Company Shares pursuant to Section 1.06, but subject to Section 1.09. (b) The Company shall give the Buyer (i) prompt notice of any written demands for appraisal of any Company Shares, withdrawals of such demands, and any other instruments that relate to such demands received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Buyer, make any payment with respect to any demands for appraisal of Company Shares or offer to settle or settle any such demands. The Buyer shall give the Company the opportunity to reasonably participate in all negotiations and proceedings with respect to such demands, and demands for appraisal under the Company shall not, without the prior written consent of Parent and Purchaser, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoingDGCL.

Dissenters’ Rights. Notwithstanding anything in Shares of Company Common Stock that have not been voted for adoption of this Agreement and with respect to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to which appraisal rights under has been properly demanded in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall ) will not be converted into the right to receive Merger Considerationthe Offer Price at or after the Effective Time unless and until the holder of such shares withdraws such demand for such appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal, but shall, by virtue rather the holders of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and Dissenting Shares shall be entitled to only payment of the fair value of such consideration as Dissenting Shares in accordance with Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be determined pursuant outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares to the extent afforded by Section 262 of the DGCL; provided that if any ). If a holder of Dissenting Shares withdraws such holder shall have failed to perfect demand for appraisal (in accordance with Section 262(k) of the DGCL) or shall have effectively withdrawn becomes ineligible for such appraisal, then, as of the Effective Time or lost the occurrence of such event, whichever last occurs, each of such holder’s right Dissenting Shares will cease to appraisal be a Dissenting Share and payment under the DGCL, such holder’s Shares shall will be deemed to have been converted as of the Effective Time into and represent the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))Consideration, and such Shares shall not be deemed to be Dissenting Shareswithout interest thereon. The Company shall give Parent prompt notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Sharesappraisal, attempted withdrawals of such demands and any other instruments served pursuant received by the Company relating to Section 262 stockholders’ rights of the DGCLappraisal, in each case prior to the Effective Time. and Parent and Purchaser shall have the right to direct and participate in all negotiations and proceedings with respect to such demands, and the demands except as required by applicable Law. The Company shall not, without the except with prior written consent of Parent and PurchaserParent, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, approve unless and to the extent required to do so under applicable Law, or waive any withdrawal failure by any holder of Company Common Stock to timely deliver a written demand for appraisal or the taking of any other action by any such demands holder as may be necessary to perfect appraisal rights under the DGCL, or agree or commit to do any of the foregoing.