Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each share of Company Class A Common Stock held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a “Dissenting Share”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Public Merger Consideration. (b) The Company shall give Parent (i) prompt notice of all demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, with respect to each share the extent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL or similar appraisal or dissenters’ rights under any other applicable Law, shares of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner has properly exercised and validly perfected its statutory his or her demand for appraisal or dissenters’ rights of appraisal in respect of such shares in accordance with under Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal such other applicable Law (each such share, a the “Dissenting ShareShares”), if any, such Dissenting Shares shall not be converted into or represent a the right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by Section 262 of the DGCL, and at Consideration. At the Effective Time, such the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and such each holder of Dissenting Shares shall cease to have any rights with respect thereto, except but the right to receive the fair value holders of such Dissenting Shares in accordance with the provisions of shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCLDGCL or such other applicable Law; provided, however, that (i) if any such holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure shall have failed to perfect or otherwise) the shall have effectively withdrawn or lost his or her right to dissent appraisal or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal dissenters’ rights as provided in and payment under the DGCL or such other applicable Law, as applicable (iii) if a court of competent jurisdiction shall determine that such holder whether occurring before, at or Beneficial Owner is not entitled to after the relief provided by Section 262 of the DGCLEffective Time), such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such holder’s shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, and such shares shall not be deemed to be Dissenting Shares. Any payments required to be made with respect to the Public Dissenting Shares shall be made by Parent (and not the Company or Acquisition Sub), and the Aggregate Merger Consideration. (b) Consideration shall be reduced, on a dollar-for-dollar basis, as if the holder of such Dissenting Shares had not been a stockholder on the Closing Date. The Company shall give prompt written notice to Parent (i) prompt notice of all any demands for appraisal received by the Companyof or dissenters’ rights respecting any shares of Company Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL or such other applicable Law received by the Company in connection with relating to appraisal or dissenters’ demands, and Parent shall have the Mergers and (ii) the reasonable opportunity right to participate in all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentParent (which consent shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any demands for paymentsuch demands, in respect of Dissenting Shares. Any portion or agree to do or commit to do any of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandforegoing.

Dissenting Shares. (aNotwithstanding Section 3.1(b) Notwithstanding anything in this Agreement hereof, to the contraryextent that holders thereof are entitled to appraisal rights under Section 262 of Delaware Law, with respect to each share shares of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner has properly exercised and validly perfected its statutory his or her demand for appraisal rights of appraisal in respect of such shares in accordance with under Section 262 of Delaware Law (the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the fair value applicable Merger Consideration, but, instead, the holders of such Dissenting Shares in accordance with the provisions of shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCLDelaware Law; provided, however, that (i) if any such holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure shall have failed to perfect or otherwise) the right to dissent shall have effectively withdrawn or its right for appraisal of such Dissenting Shares, (ii) if any holder lost his or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of and payment under Delaware Law, such holder’s shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, Time into the right to receivereceive the applicable Merger Consideration, without any interest thereon, the Public Merger Consideration. (b) and such shares shall not be deemed to be Dissenting Shares. The Company shall give Parent Buyer (i) prompt notice of all any demands for appraisal filed pursuant to Section 262 of Delaware Law received by the Company, withdrawals of such demands, demands and any other instruments served or delivered in connection with such demands pursuant to Delaware Law and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands made pursuant to Section 262 of the DGCL received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting SharesLaw. The Company shall not, except with the prior written consent of Parent, voluntarily not (x) make any payment with respect to any demands for appraisalsuch demand, or (y) offer to settle, settle or offer approve any withdrawal or other treatment of, any such demand or (z) waive any failure to settle timely deliver a written demand for appraisal or timely take any demands for paymentother action to perfect appraisal rights in accordance with Delaware Law, except in respect each case with the prior written consent of Dissenting SharesBuyer, which consent shall not be unreasonably withheld, delayed or conditioned; provided that no such consent shall be required if such actions are required by Delaware Law or court order. Any portion of payments required to be made with respect to the Public Dissenting Shares shall be made by Buyer (and not the Company or Acquisition Sub) and the Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandreduced, on a dollar for dollar basis, as if the holder of such Dissenting Shares had not been a stockholder on the Closing Date.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect is entitled to demand and properly demands appraisal for such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares Shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a the “Dissenting ShareShares”), if any, such Dissenting Shares shall ) will not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by provided in Section 262 of the DGCL3.1(a), and but instead, at the Effective Time, such Dissenting Shares shall will no longer be outstanding and shall will automatically be cancelled and shall cease to exist, and such holder shall the holders of Dissenting Shares will cease to have any rights with respect thereto, thereto except the right to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, provided that (i) if any such holder fails to perfect, or Beneficial Owner of Dissenting Sharesotherwise waives, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement right to appraisal rights as provided in under Section 262 of the DGCL with respect to such Dissenting Shares or (iii) if a court of competent jurisdiction shall determine determines that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit then the right to appraisal of such shares holder to be paid the fair value of Company Class A Common Stock his, her or its Dissenting Shares will cease, and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter Shares will be deemed to have been converted into into, and to have become, as of the Effective Time, become exchangeable solely for the right to receive, without interest thereon, the Public Merger ConsiderationConsideration as of the Effective Time as provided in Section 3.1(a). (b) The Company shall give provide Parent (i) with prompt written notice of all any written demands for appraisal received by the Company(including copies of such written demands), withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with from holders of Shares relating to rights of appraisal, and Parent shall have the Mergers opportunity and (ii) right to direct the reasonable opportunity to participate in conduct of all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharesappraisal. The Company shall not, except Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandappraisal.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, with respect any Share that is outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and that is held by a holder Stockholder who neither shall have not voted in favor of adoption of this Agreement the Merger or consented thereto in writing with respect to and who shall have properly demanded appraisal for such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares Share in accordance with the terms and conditions of Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such sharecollectively, a the “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a the right to receive any the applicable portion of the Public Merger Consideration and such holders and Beneficial Owner thereof Consideration. Such Stockholder shall instead be entitled to receive payment of the appraised value of such rights as are granted by Share in accordance with the provisions of Section 262 of the DGCL, except that any Dissenting Share held by a Stockholder who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost his, her or its rights to appraisal of such Share under Section 262 of the DGCL shall thereupon be deemed to have been converted into and at to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the applicable portion of the Merger Consideration. The Company shall give Buyer prompt notice of any demands received by the Company for appraisal of Shares and attempted withdrawals of such demands, and any other instruments or documents served pursuant to the DGCL and received by the Company with respect to such demands, and the Company shall give Buyer the opportunity to direct all negotiations and proceedings which take place prior to the Effective Time with respect to such demands. Except with the prior written consent of Buyer, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands. Any amount deposited with the Paying Agent with respect to Shares that become Dissenting Shares shall be used to pay the amount payable to such Dissenting Shares shall no longer be outstanding upon the determination of such amount by a court of competent jurisdiction pursuant to Section 262 of the DGCL. (b) At the Effective Time and shall automatically be cancelled and shall cease to existthereafter, and such any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares rights provided in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Public Merger Consideration. (b) The Company shall give Parent (i) prompt notice of all demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect is entitled to such share demand and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demanded appraisal in respect of for such shares Shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such shareShares, a the “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the applicable Merger Consideration, and shall instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief extent provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, such holder(s) withdraws or Beneficial Owner(s) (as the case may be) shall forfeit the loses his right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such shares holder to be paid the fair value of Company Class A Common Stock such Dissenting Shares shall cease and such shares of Company Class A Common Stock Dissenting Shares shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomeconverted, as of the Effective Time, into and shall be exchangeable solely for the right to receivereceive the applicable Merger Consideration, without interest thereon, the Public Merger Consideration. (b) and subject to any withholding of Taxes required by applicable Law in accordance with Section 2.2(e). The Company shall give Parent (i) prompt notice of all any demands for appraisal received by the CompanyCompany for appraisal of Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and received by the Company in connection with relating to rights to be paid the Mergers fair value of Dissenting Shares, and (ii) Parent shall have the reasonable opportunity right to participate in and to control all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or compromise, any demands for paymentsuch demands, in respect or approve any withdrawal of Dissenting Shares. Any portion any such demands, or agree to do any of the Public Merger Consideration made available foregoing. Notwithstanding anything to the Paying Agent pursuant contrary contained herein, each of Parent, Purchaser and the Company acknowledge and agree that in any appraisal proceeding under Section 262 of the DGCL with respect to Dissenting Shares and to the fullest extent permitted by applicable Law, the Surviving Corporation shall not assert that the Top-Up Option, the Top-Up Option Shares or any cash or Promissory Note delivered by Purchaser to the Company as payment for any Top-Up Option Shares should be considered in connection with the determination of the fair value of the Dissenting Shares in accordance with Section 3.03 to pay for shares 262(h) of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandthe DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement Section 1.02, Shares which are issued and outstanding immediately prior to the contrary, with respect to each share of Company Class A Common Stock Effective Time and which are held by a holder who neither has not voted such shares in favor of adoption of this Agreement or consented thereto in writing with respect to such share and the Merger, who shall have delivered a written demand for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares Shares in accordance with Section 262 the manner provided by the Delaware Law and who, as of the DGCL and has Effective Time, shall not have effectively withdrawn or lost its rights such right to appraisal (each such share, a “"Dissenting Share”), if any, such Dissenting Shares Shares") shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such Consideration. The holders and Beneficial Owner thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL, and at the Effective Time, such Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such Shares pursuant to Section 262 of the Delaware Law 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 receive payment therefor from the right to receive the fair value of such Dissenting Shares Surviving Corporation in accordance with the provisions of Section 262 of the DGCLDelaware Law; provided, however, that (i) if any such holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails shall have failed to establish his, her or its his entitlement to appraisal rights as provided in Section 262 of the DGCL Delaware Law, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Shares or lost his right to appraisal and payment for his Shares under Section 262 of the Delaware Law or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a court petition demanding a determination of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief value of all Dissenting Shares within the time provided by in Section 262 of the DGCLDelaware Law, such holder(s) or Beneficial Owner(s) (as the case may be) holder shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, Shares and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter Share shall be deemed to have treated as if it had been converted into a Non-Electing Share and to have becomehad been converted, as of the Effective Time, the into a right to receivereceive the Merger Consideration, without interest thereon, from the Public Merger Consideration. (b) Surviving Corporation as provided in Section 1.02 hereof. The Company shall give Parent (i) MergerSub prompt notice of all any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with for appraisal of Shares, and MergerSub shall have the Mergers and (ii) the reasonable opportunity right to participate in all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Company shall not, except with the prior written consent of ParentMergerSub, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandsuch demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect is entitled to such share demand and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demanded appraisal in respect of for such shares Shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such shareShares, a the “Dissenting ShareShares”), if any, such Dissenting Shares shall ) will not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; providedMerger Consideration, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) will instead represent the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in receive only the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief payment provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, such holder(s) withdraws or Beneficial Owner(s) (as the case may be) shall forfeit the loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such shares holder to receive such payment in respect of Company Class A Common Stock such Dissenting Shares will cease and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter Shares will be deemed to have been converted into and to have becomeconverted, as of the Effective Time, into and will be exchangeable solely for the right to receivereceive the Merger Consideration, without interest thereon, the Public Merger Consideration. (b) interest. The Company shall will give Parent (i) prompt notice of all any demands for appraisal received by the CompanyCompany for appraisal of Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and received by the Company in connection with relating to rights to be paid the Mergers fair value of Dissenting Shares, and (ii) Parent will have the reasonable opportunity right to participate in and direct all negotiations and Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Company shall will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or compromise, any demands for paymentsuch demands, in respect or approve any withdrawal of Dissenting Sharesany such demands, or agree to do any of the foregoing. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 2.2(a) to pay for shares of Company Class A Common Stock Shares for which appraisal rights have been perfected as described in this Section 2.3 shall be returned to Parent Parent, upon demand; provided, that the parties acknowledge that, notwithstanding anything to the contrary in this Agreement, Parent shall not be required under this Section 2.3 or otherwise to deposit with the Paying Agent any cash to pay any Merger Consideration with respect to Shares as to which its holder has purported to deliver a notice or demand of appraisal that has not been withdrawn prior to the Closing Date. Parent shall pay additional cash to the Paying Agent to the extent required to pay the Merger Consideration in respect of the foregoing Shares if and when such Shares cease to be Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything to the contrary set forth in this Agreement Agreement, no shares of Company Common Stock issued and outstanding immediately prior to the contrary, with respect to each share of Company Class A Common Stock held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share Effective Time and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares which appraisal rights shall have been perfected in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal in connection with the Merger (each such sharecollectively, a “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive any that portion of the Public Merger Consideration and otherwise payable to the holder of such holders and Beneficial Owner thereof Dissenting Shares as provided in Section 2.1(a), but shall instead be entitled converted into the right to receive such consideration as may be determined to be due with respect to such rights as are granted by Section 262 Dissenting Shares pursuant to the DGCL. Each holder of Dissenting Shares who, pursuant to the provisions of the DGCL, and at becomes entitled to payment of the Effective Time, fair value of such shares shall receive payment therefor in accordance with the DGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). In the event that any holder of Company Common Stock fails to make an effective demand for payment or fails to perfect its appraisal rights as to its shares of Company Common Stock or any Dissenting Shares shall no longer otherwise lose their status as Dissenting Shares, then any such shares shall 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 converted into the right to receive the fair value Merger Consideration issuable pursuant to Section 2.1(a) in respect of such shares as if such shares had never been Dissenting Shares Shares, in accordance with and following the provisions of Section 262 satisfaction of the DGCL; provided, however, that applicable requirements and conditions set forth in Section 2.2. The Company shall give Parent prompt notice (and in no event more than two Business Days) of (i) if any demand received by the Company for appraisal of Company Common Stock (and shall give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demand) or (ii) any notice of exercise by any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and Company Common Stock of appraisal rights in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Public Merger Consideration. (b) The Company shall give Parent (i) prompt notice of all demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Shares. The Company shall notagrees that, except with the Parent’s prior written consent of Parent(which shall not be unreasonably withheld, delayed or conditioned), it shall not voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any demands such demand for payment, in respect appraisal or exercise of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandrights.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares that are issued and outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and that are held by a holder stockholders who neither voted are properly demanding appraisal rights pursuant to, and who are complying in favor all respects with, the provisions of adoption Section 262 of this Agreement the Corporation Law (the “Dissenting Shares”) shall not be converted into or consented thereto in writing with respect be exchangeable for the right to receive the Merger Consideration, but shall be converted into the right to receive such share consideration as may be determined to be due to the holders of Dissenting Shares pursuant to Section 262 of the Corporation Law, unless and for which until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Section 262 of the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL and has not Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost its rights such right to appraisal (each such share, a “Dissenting Share”), if anyappraisal, such Dissenting holder’s Shares shall not thereupon be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right become exchangeable only for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration, without any interest thereon, the Public Merger Consideration. (b) . The Company shall give Parent and Merger Sub (ia) prompt notice of all any written demands for appraisal received by the Companyof any Shares (or written threats thereof), withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL Corporation Law and received by the Company in connection with relating to rights to be paid the Mergers “fair value” of Dissenting Shares, and (iib) the reasonable opportunity right to participate in and direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharesthe Corporation Law. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisalappraisals of capital stock of the Company, or settle or offer to settle or settle any demands for paymentsuch demands, in respect approve any withdrawal of Dissenting Shares. Any portion any such demands, or agree to do any of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandforegoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares that are issued and outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and which are held by a holder who neither voted in favor stockholders properly exercising appraisal rights available under Section 262 of adoption the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of this Agreement or consented thereto in writing with respect Dissenting Shares shall be entitled to such share payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL and has not DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost its rights such right to appraisal (each such share, a “Dissenting Share”), if anyappraisal, such Dissenting holder’s Shares shall not thereupon be converted into or represent a and become exchangeable only for the right to receive any portion receive, as of the Public later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration Consideration, without interest, and subject to deduction for any required withholding Tax. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such holders demands and Beneficial Owner thereof shall any other instruments served pursuant to the DGCL and received by the Company relating to rights to be entitled to such rights paid the “fair value” of Dissenting Shares, as are granted by provided in 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 right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Public Merger Consideration. (b) The Company shall give Parent (i) prompt notice of all demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharesthe DGCL. The Company shall not, except with the prior written consent of ParentParent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisalappraisals of capital stock of the Company, or settle or offer to settle or settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandsuch demands.

Dissenting Shares. (a) It is anticipated that on the record date fixed for purposes of determining the holders of Shares entitled to receive notice of, and to vote at, a meeting to approve this Agreement (or for purposes of determining whether the Merger may be consummated without a shareholder vote under Section 180.1104 of the WBCL), the Shares will continue to be quoted on Nasdaq. Accordingly, holders of Shares will not have dissenters’ rights under Section 180.1302 of the WBCL in connection with the Merger. Notwithstanding the foregoing, Section 2.9(b) and Section 2.9(c) below shall apply in the event that holders of Shares do have dissenters’ rights, whether because the Shares are no longer quoted on Nasdaq on such record date or otherwise. (b) Notwithstanding anything in this Agreement to the contrary, with respect to each share of Company Class A Common Stock Shares that are held by a any record holder who neither has not voted in favor of adoption of to approve this Agreement or consented thereto in writing with respect writing, who is entitled to such share assert dissenters’ rights under Section 180.1302 of the WBCL and for which the holder or Beneficial Owner who has properly and validly perfected its statutory asserted dissenters’ rights of appraisal in respect of such shares in accordance with Section 262 180.1301 et seq. of the DGCL and has not effectively withdrawn or lost its rights to appraisal WBCL (each such share, a the “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the fair value Merger Consideration but shall be converted into the right to receive such consideration as may be determined to be due in respect of such Dissenting Shares in accordance with pursuant to the provisions of Section 262 of the DGCLWBCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure Shares who shall have failed to perfect or otherwise) the right shall have withdrawn or lost such shareholder’s dissenters’ rights with respect to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish hisin each case under the WBCL, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right such shareholder’s dissenters’ rights with respect to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter Dissenting Shares shall be deemed to have been converted into and the right to have becomereceive, as of the Effective Time, the Merger Consideration without interest. Notwithstanding anything to the contrary contained in this Section 2.9(b), if the Merger is rescinded or abandoned, then the right of any shareholder to receive, without interest thereon, be paid the Public Merger Considerationfair value of such shareholder’s Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the WBCL with respect to holders of Dissenting Shares. (bc) The Company shall give Parent Parent: (i) prompt written notice of all demands for appraisal any notices of intent to demand payment, any withdrawals of such notices received by the Company and any other related instruments served pursuant to the WBCL and received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with the Mergers ; and (ii) the reasonable opportunity to direct and participate in all Proceedings negotiations and proceedings with respect to demands for appraisal payment under Applicable Law Section 180.1301 et seq. of Delaware in respect of Dissenting Sharesthe WBCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalappraisal or negotiate, or settle or offer to settle or settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandsuch demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and held by a holder of record who neither voted did not vote in favor of the adoption of this Agreement (or consented consent thereto in writing with respect writing) who is entitled to such share demand and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demanded appraisal in respect of for such shares Shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such shareShares, a the “Dissenting ShareShares”), if any, such Dissenting Shares shall ) will not be converted into or represent a the right to receive any portion the Merger Consideration, and will instead represent only the right to receive such consideration as may be determined to be due in respect of such Dissenting Shares pursuant to Section 262 of the Public Merger Consideration and DGCL. If any such holders and Beneficial Owner thereof shall be entitled holder fails to such rights as are granted by perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, and at then the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and right of such holder shall cease to have any rights with respect thereto, except the right to receive the fair value such payment in respect of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by will cease and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter will be deemed to have been converted into and to have becomeconverted, as of the Effective Time, into and will be exchangeable solely for the right to receivereceive the Mixed Election Consideration, or other amounts payable pursuant to Section 2.3, without interest thereon, the Public Merger Consideration. (b) interest. The Company shall will give Parent (i) prompt notice of all any demands for appraisal received by the CompanyCompany for appraisal of Shares, attempted withdrawals of such demands, demands and any other instruments served submitted pursuant to Section 262 of the DGCL and received by the Company in connection with relating to rights to be paid the Mergers fair value of Dissenting Shares, and (ii) Parent will have the reasonable opportunity right to participate in control all negotiations and Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Prior to the Effective Time, the Company shall will not, except with the prior written consent of ParentParent in its sole discretion, voluntarily make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or compromise, any demands for paymentsuch demands, in respect or approve any withdrawal of Dissenting Shares. Any portion any such demands, or agree to do any of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandforegoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement Section 2.1(b), to the contrary, with respect to each share of Company Class A Common Stock held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights extent that holders thereof are entitled to appraisal (each such share, a “Dissenting Share”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by under Section 262 of the DGCL, shares of Company Common Stock issued and at outstanding immediately prior to the Effective TimeTime and held by a holder who has properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL (the “Dissenting Shares”), such Dissenting Shares shall no longer not 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 converted into the right to receive the fair value Merger Consideration, but the holders of such Dissenting Shares in accordance with the provisions of shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, however, that (i) if any such holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure shall have failed to perfect or otherwise) the shall have effectively waived, withdrawn or lost his or her right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in and payment under the DGCL (including through entry into an Acceptable Confidentiality Agreement), or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such holder’s shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, the Public Merger Consideration. (b) The Company and such shares shall give Parent (i) prompt notice of all demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant not be deemed to Section 262 of the DGCL received by the Company in connection with the Mergers and (ii) the reasonable opportunity be Dissenting Shares. Any payments required to participate in all Proceedings be made with respect to demands the Dissenting Shares shall be made by the Surviving Corporation, and the Total Common Merger Consideration shall be reduced, on a dollar for appraisal under Applicable Law dollar basis, as if the holder of Delaware in respect such Dissenting Shares had not been a stockholder on the date of Dissenting Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any demands for payment, in respect of Dissenting SharesMerger Closing. Any portion of the Public Total Common Merger Consideration made available to the Paying Agent pursuant to Section 3.03 2.2 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall Dissenting Shares will be returned to Parent upon demand. The Company shall give Parent (a) prompt notice of any demands for appraisal or payment of the fair value of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to applicable Law that are received by the Company relating to stockholders’ rights of appraisal and (b) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Section 262 of the DGCL. Prior to the Effective Time, the Company will not, without the prior written consent of Parent, voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each share shares of Company Class A Common Stock held outstanding immediately prior to the Effective Time and owned by a holder Company Stockholder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect is entitled to such share demand and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demanded appraisal in respect of for such shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such shareshares, a “Dissenting ShareShares”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the Per Share Merger Consideration and shall instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief extent provided by Section 262 of the DGCL. At the Effective Time, (i) all Dissenting Shares shall be cancelled, extinguished and cease to exist and (ii) the holders of Dissenting Shares shall be entitled to only such holder(s) rights as may be granted to him, her or Beneficial Owner(s) (as it under the case may be) shall forfeit the DGCL. If any such Company Stockholder fails to perfect or otherwise waives, withdraws or loses such Company Stockholder’s right to appraisal under Section 262 of the DGCL or other applicable Legal Requirements, then the right of such shares holder to be paid the fair value of Company Class A Common Stock such Dissenting Shares shall cease and such shares of Company Class A Common Stock Dissenting Shares shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomeconverted, as of the Effective Time, into and shall be exchangeable solely for the right to receive, without interest thereon, receive the Public Per Share Merger Consideration. (b) Consideration in accordance with this Article I. The Company shall give Parent (i) BRPA prompt notice (and in any event within two (2) Business Days) of all any demands for appraisal received by the CompanyCompany for appraisal of shares of Company Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and received by the Company in connection with relating to rights to be paid the Mergers fair value of Dissenting Shares, and (ii) BRPA shall have the reasonable opportunity right to participate in and direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of ParentBRPA, voluntarily make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or compromise, any such demands or waive any failure to timely deliver a written demand for payment, in respect of Dissenting Shares. Any portion appraisal or otherwise comply with the provisions under Section 262 of the Public Merger Consideration made available DGCL, or agree or commit to do any of the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandforegoing.

Dissenting Shares. (a) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, with respect to each share shares of Company Class A Common Stock which are outstanding immediately prior to the Effective Time and are held by a holder stockholders who neither have not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who have demanded appraisal rights with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares thereto in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal Delaware Statute (each such share, a “the "Dissenting Share”), if any, such Dissenting Shares Shares") shall not be converted into or represent a be exchangeable for the right to receive any portion shares of the Public Merger Consideration and Parent Common Stock in accordance with Section 2.1(c), but holders of such holders and Beneficial Owner thereof shares shall be entitled to such rights as are granted by Section 262 receive payment 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 right to receive the fair appraised value of such Dissenting Shares shares in accordance with the provisions of such Section 262 of the DGCL; provided262, however, except that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted Shares held by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right a stockholder who shall thereafter withdraw such demand for appraisal of such Dissenting Shares, (ii) if any holder shares or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit lose the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock as provided in Section 262 shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomebecome exchangeable for, as of at the Effective Time, the right to receiveMerger Consideration, without any interest thereon, the Public Merger Consideration. (b) . The Company shall give Parent (i) prompt notice of all any written demands for appraisal received by the Companyof any shares of Company Class A Common Stock, attempted withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL Delaware Statute received by the Company in connection with the Mergers relating to stockholders' rights of appraisal, and (ii) the reasonable opportunity to participate in direct all Proceedings negotiations and proceedings with respect to demands for appraisal appraisals under Applicable Law of the Delaware in respect of Dissenting SharesStatute. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares appraisals of Company Class A Common Stock for which appraisal rights have been perfected Stock, offer to settle or settle any such demands or approve any withdrawal of any such demands. All payments to holders of Dissenting Shares shall be returned to paid by the Company out of its own funds, and no funds shall be supplied directly or indirectly by Parent upon demandfor that purpose.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, with respect to each share shares of Company Class A Nova Common Stock that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who neither shall have not voted in favor of adoption of this Agreement or consented thereto the Merger and who shall have demanded properly in writing with respect to such share and appraisal for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares of Nova Common Stock in accordance with Section 262 of Delaware Law (collectively, the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into into, or represent a the right to receive any receive, the portion of the Public Merger Consideration and payable for such holders and Beneficial Owner thereof shares of Nova Common Stock. Such stockholders shall be entitled to such rights as are granted by Section 262 receive payment 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 right to receive the fair appraised value of such Dissenting Shares shares of Nova Common Stock held by them in accordance with the provisions of such Section 262 of the DGCL; provided262, however, except that (i) if any holder or Beneficial Owner of all Dissenting Shares, under the circumstances permitted Shares held by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure stockholders who shall have failed to perfect or otherwise) the right to dissent who effectively shall have withdrawn or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal lost their rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Nova Common Stock and under such shares of Company Class A Common Stock Section 262 shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into into, and to have becomebecome exchangeable for, as of the Effective Time, the right to receivereceive the portion of the Merger Consideration payable for such shares of Nova Common Stock, without any interest thereon, upon surrender, in the Public Merger Considerationmanner provided in Section 1.8, of the certificate or certificates that formerly evidenced such shares of Nova Common Stock (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit, and bond, if required, in the manner provided in Section 1.10). (b) The Company Nova shall give Parent Saturn (i) prompt notice of all any demands for appraisal received by the CompanyNova, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL Delaware Law and received by the Company in connection with the Mergers Nova and (ii) the reasonable opportunity to participate in direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting SharesLaw. The Company Nova shall not, except with the prior written consent of ParentSaturn (which consent shall not be unreasonably withheld or delayed), voluntarily or except as may be required by Delaware Law, make any payment with respect to any demands for appraisal, or settle appraisal or offer to settle or settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandsuch demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each share shares of Company Class A Parties Common Stock held outstanding immediately prior to the Effective Time and owned by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect is entitled to such share demand and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demanded appraisal in respect of such shares in accordance with, and who complies in all respects with, (i) with respect to VSee, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a the “VSee Dissenting ShareShares”), if anyand (ii) with respect to iDoc, such Section 21.460 of the TBOC, (the “iDoc Dissenting Shares Shares” and together with the VSee Dissenting Shares, the “Dissenting Shares”) shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive Parent Common Stock, and shall instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief extent provided by Section 262 of the DGCLDGCL or Subchapter H, Chapter 10 of the TBOC, as applicable. At the Effective Time, (a) all Dissenting Shares shall be cancelled, extinguished and cease to exist and (b) the holders of Dissenting Shares shall be entitled only to such holder(s) rights as may be granted to them under the DGCL or Beneficial Owner(s) (the TBOC, as the case may be) shall forfeit the applicable. If any such holder fails to perfect or otherwise waives, withdraws or loses such holder’s right to appraisal under Section 262 of the DGCL, Subchapter H, Chapter 10 of the TBOC, or other applicable Law, then the right of such shares holder to be paid the fair value of Company Class A Common Stock such Dissenting Shares shall cease and such shares of Company Class A Common Stock Dissenting Shares shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomeconverted, as of the Effective Time, into the right to receive, without interest thereon, receive Parent Common Stock upon the Public Merger Consideration. (b) The terms and conditions set forth in this Agreement applicable to holders that have not properly demanded appraisal rights. A Company Party shall give Parent (i) prompt notice (and in any event within three (3) Business Days) of all any demands received by such Company Party for appraisal received by the Companyof shares of Company Parties Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL or the TBOC, as applicable, and received by such Company Party relating to rights to be paid the Company in connection with fair value of Dissenting Shares, and Parent shall have the Mergers and (ii) the reasonable opportunity right to participate in and, following the Effective Time, direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Prior to the Effective Time, a Company Party shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or compromise, any such demands or waive any failure to timely deliver a written demand for payment, in respect of Dissenting Shares. Any portion appraisal or otherwise comply with the provisions under Section 262 of the Public Merger Consideration made available DGCL, Subchapter H, Chapter 10 of the TBOC, or agree or commit to do any of the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandforegoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares that are issued and outstanding immediately prior to each share of Company Class A Common Stock held by a holder who neither the Effective Time which are not voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share the Merger and for which are held by a Person or Persons who have properly demanded and perfected their rights to be paid the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect fair value of such shares Shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a the “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a the right to receive any portion of the Public Per Share Merger Consideration therefor, and such the holders and Beneficial Owner thereof shall be entitled with respect to such Shares to only such rights as are granted by 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 right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any such holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure shall fail to perfect or otherwise) the right to dissent shall effectively waive, withdraw or its right for appraisal of lose such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal holder’s rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by under Section 262 of the DGCLDGCL with respect to such Shares, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock Shares shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomeconverted, as of at the Effective Time, into the right to receivereceive the Per Share Aggregate Merger Consideration, as set forth in Section 2.1 of this Agreement, without any interest thereon, and such Shares will no longer be Dissenting Shares. The parties agree and acknowledge that no Dissenting Shares shall exist at Closing unless Parent in its sole discretion chooses to waive the Public Merger Considerationclosing condition set forth in Section 7.2(j). (b) The Company shall give Parent (i) prompt notice of all any appraisal demands for appraisal received by the Company, withdrawals of such demands, thereof and any other instruments served pursuant to Section 262 of the DGCL and received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in direct all Proceedings negotiations and proceedings with respect to demands for the exercise of appraisal rights under Applicable Law Section 262 of Delaware in the DGCL; provided, that upon compliance with the provisions of Section 9.4 with respect of Dissenting Sharesto Third Party Claims generally, the Stockholders’ Representative may direct such negotiations and proceedings. The Neither the Company shall notnor the Paying Agent shall, except with the prior written consent of ParentParent or as otherwise required by applicable law, voluntarily make any payment with respect to any demands for appraisal, or settle such exercise of appraisal rights or offer to settle or settle any demands for payment, such rights in respect of any Dissenting Shares. Any portion of Share other than for an amount equal to or less than the Public Per Share Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandConsideration.

Dissenting Shares. (a) Notwithstanding anything in For purposes of this Agreement to Agreement, “Dissenting Shares” means Seller Common Shares held as of the contrary, with respect to each share of Company Class A Common Stock held Effective Time by a holder stockholder of Seller who neither has not voted such Seller Common Shares in favor of the approval and adoption of this Agreement or consented thereto in writing and the Merger and with respect to such share which appraisal shall have been duly demanded and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL applicable law and has not effectively withdrawn or lost its rights forfeited prior to appraisal (each such share, a “Dissenting Share”), if any, such the Effective Time. Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the fair value Merger Consideration, unless such stockholder of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish Seller shall have forfeited his, her or its entitlement right to appraisal rights as provided in the DGCL under applicable law or (iii) if a court of competent jurisdiction shall determine that properly withdrawn, his, her or its demand for appraisal. If such holder dissenting stockholder has so forfeited or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCLwithdrawn his, such holder(s) her or Beneficial Owner(s) (as the case may be) shall forfeit the its right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, then (i) as of the occurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter shall be deemed to have been converted into and to have become, as of the Effective Time, represent the right to receive, without interest thereon, receive the Public Merger Consideration. (b) Consideration in respect of such Seller Common Shares pursuant to Section 4.1. The Company Seller shall give Parent the Buyer (i) prompt notice of all any written demands for appraisal received by the Companyof any Seller Common Shares, withdrawals of such demands, and any other instruments served pursuant that relate to Section 262 of the DGCL such demands received by the Company in connection with the Mergers Seller and (ii) the reasonable opportunity opportunity, prior to the Effective Time to participate in at its own expense, and after the Effective Time, direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharesapplicable law. The Company Seller shall not, except with the prior written consent of Parentthe Buyer (which consent will not be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal, or settle appraisal of Seller Common Shares or offer to settle or settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandsuch demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each share any issued and outstanding shares of Company Class A Common Stock held by a holder Person (a “Dissenting Stockholder”) who neither has not voted in favor of or consented to the adoption of this Agreement or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory dissenter’s rights of appraisal in respect of such shares in accordance with the provisions of Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such shareeach, a “Dissenting Share”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the fair value of Merger Consideration, but shall become the right to receive such consideration as may be determined to be due to such Dissenting Shares Stockholder to the extent permitted by, and in accordance with the provisions of and pursuant to the procedures of, Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting SharesStockholder, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right such holder’s demand for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares Stockholder fails to establish his, her or its such holder’s entitlement to appraisal dissenters’ rights as provided in the DGCL or (iii) if a court any Dissenting Stockholder takes or fails to take any action the consequence of competent jurisdiction shall determine which is that such holder or Beneficial Owner is not entitled to the relief provided by payment under Section 262 of the DGCLDGCL for such holder’s shares, such holder(s) holder or Beneficial Owner(s) holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomeconverted, as of the Effective Time, into and represent the right to receivereceive the Merger Consideration (without interest) payable in respect of such shares of Company Common Stock. At the Effective Time, without interest thereonany holder of Dissenting Shares shall cease to have any rights with respect thereto, except the Public Merger Consideration. (b) rights set forth in Section 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (i) prompt notice of all any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company for appraisal of shares of Company Common Stock, and Parent shall have the right to participate in connection with (and the Mergers and (ii) Company shall provide Parent the reasonable opportunity to participate in in) all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Company shall notnot settle, except make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarycontrary (but subject to the provisions of this Section 2.3), Company Shares outstanding immediately prior to the Effective Time (other than Company Shares cancelled in accordance with respect to each share of Company Class A Common Stock Section 2.1(b)) and held by a holder who neither voted did not vote in favor of the adoption of this Agreement or consented thereto in writing with respect Agreement, and who is entitled to such share demand and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demanded appraisal in respect of for such shares Company Shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such shareCompany Shares, a the “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a the right to receive any portion of the Public Per Share Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by Section 262 of the DGCL, and at Consideration. At the Effective Time, such all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder the holders of Dissenting Shares shall cease to have any rights with respect thereto, except the rights granted to them under Section 262 of the DGCL (the “Dissenting Stockholder Consideration”). If any such holder fails to perfect or otherwise waives, withdraws or loses his right to receive appraisal under Section 262 of the fair value DGCL or other applicable Law, then the right of such holder to be paid the Dissenting Stockholder Consideration in respect of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by shall cease and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomeconverted, as of the Effective Time, into and shall be exchangeable solely for the right to receivereceive the Per Share Merger Consideration, without interest thereon, the Public Merger Consideration. (b) and subject to any withholding of Taxes required by applicable Law in accordance with this Article 2 and shall not thereafter be deemed to be Dissenting Shares. The Company shall give Parent (i) prompt written notice of all any demands for appraisal received by the CompanyCompany for appraisal of Company Shares, withdrawals any waiver or withdrawal of any such demandsdemand, and any other demands, notices or instruments served pursuant to Section 262 of the DGCL and received by the Company in connection with relating to rights to be paid the Mergers Dissenting Stockholder Consideration for such Dissenting Shares, and (ii) Parent shall have the reasonable opportunity and right to participate in and control all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer compromise, any such demands, or approve any withdrawal of any such demands, or agree to settle do any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available foregoing, except to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandextent required by applicable Law.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each share shares of Company Class A Common Stock or Company Preferred Stock outstanding immediately prior to the Effective Time and held by a holder Company Stockholder who neither has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing with respect to such share or by electronic transmissions and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demanded appraisal in respect of for such shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such shareshares, a “Dissenting ShareShares”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the Closing Merger Consideration and shall instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with and to the provisions of extent provided by Section 262 of the DGCL; provided. At the Effective Time, however, that (i) if any holder or Beneficial Owner all Dissenting Shares shall be cancelled, extinguished and cease to exist and (ii) the holders of Dissenting SharesShares shall be entitled to only such rights as may be granted to him, her or it under the circumstances permitted by and in accordance with the DGCL. If any such Company Stockholder fails to perfect or otherwise waives, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the such Company Stockholder’s right to dissent or its right for appraisal under Section 262 of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit then the right to appraisal of such shares holder to be paid the fair value of Company Class A Common Stock such Dissenting Shares under Section 262 of the DGCL shall cease and such shares of Company Class A Common Stock Dissenting Shares shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomeconverted, as of the Effective Time, into and shall only represent the right to receive, without interest thereon, receive the Public Closing Merger Consideration. (b) Consideration upon the surrender of such shares in accordance with this Article II. The Company shall give Parent (i) reasonably prompt notice of all any demands for appraisal received by the CompanyCompany for appraisal of shares of Company Common Stock or Company Preferred Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and received by the Company in connection with relating to rights to be paid the Mergers fair value of Dissenting Shares, and (ii) Parent shall have the reasonable opportunity right to participate in and direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or compromise, any such demands or waive any failure to timely deliver a written demand for payment, in respect of Dissenting Shares. Any portion appraisal or otherwise comply with the provisions under Section 262 of the Public Merger Consideration made available DGCL, or agree or commit to do any of the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandforegoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect is entitled to such share demand and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demanded appraisal in respect of for such shares Shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such shareShares, a the “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the Merger Consideration, and shall instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief extent provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, such holder(s) withdraws or Beneficial Owner(s) (as the case may be) shall forfeit the loses his right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such shares holder to be paid the fair value of Company Class A Common Stock such Dissenting Shares shall cease and such shares of Company Class A Common Stock Dissenting Shares shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomeconverted, as of the Effective Time, into and shall be exchangeable solely for the right to receivereceive the Merger Consideration, without interest thereon, the Public Merger Consideration. (b) interest. The Company shall give Parent (i) prompt notice of all any demands for appraisal received by the CompanyCompany for appraisal of Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and received by the Company in connection with relating to rights to be paid the Mergers fair value of Dissenting Shares, and (ii) Parent shall have the reasonable opportunity right to participate in all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or compromise, any demands for paymentsuch demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing. 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 in any appraisal proceeding under Section 262 of the DGCL with respect to Dissenting Shares. Any portion , the Surviving Company shall not assert that the exercise of the Public Merger Consideration made available Top-Up Option, any issuance of the Top-Up Option Shares or any delivery by the Purchaser of the Promissory Note to the Paying Agent pursuant to Company in payment for the Top-Up Option Shares should be considered in connection with a determination of the fair value of the Dissenting Shares in accordance with Section 3.03 to pay for shares 262(h) of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandthe DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect and to each share of Company Class A Common Stock held by the extent available under the BVI Act, if a holder who neither voted of Shares properly demands in favor writing, and does not withdraw or lose its dissenters’ rights for such Shares in accordance with Section 179 of adoption the BVI Act (the “Dissenting Shares”) and otherwise complies with all provisions of this Agreement the BVI Act relevant to the exercise and perfection of dissenters’ rights, (i) if such demand occurs before the Effective Time, the Dissenting Shares will automatically convert at the Effective Time into a right to receive an amount for such Dissenting Shares calculated in accordance with Section 179 of the BVI Act (the “Dissenter Consideration”), and (ii) if such demand occurs at or consented thereto in writing with respect after the Effective Time, any right to such share and for which receive the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal Merger Consideration in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a “Dissenting Share”), if any, such Dissenting Shares shall not be converted will immediately and automatically convert into or represent a the right to receive any portion the Dissenter Consideration. For the avoidance of the Public Merger Consideration doubt, from and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by Section 262 of the DGCL, and at after the Effective Time, such the Dissenting Shares shall no longer be outstanding and shall will automatically be cancelled and shall will cease to exist, exist or be outstanding and each shareholder who has properly exercised such holder shall dissenters’ rights will cease to be a member of the Company (and will not be a member of the Surviving Company) and will not have any rights of a shareholder of the Company or the Surviving Company with respect theretoto the Dissenting Shares (including any right to receive such holder’s portion of the Merger Consideration), except the right to receive payment of the fair value of such the Dissenting Shares held by such holder as determined in accordance with the provisions of Section 262 179 of the DGCL; providedBVI Act, howeverunless, that (i) if any after the Effective Time, such holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure fails to perfect or otherwise) the right to dissent withdraws or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish otherwise loses his, her or its entitlement right to appraisal rights as provided dissent, in which case the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit Dissenting Shares will be converted into and represent only the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to receive the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receiveMerger Consideration, without interest thereon, upon surrender of the Public Merger ConsiderationCertificates or Book-Entry Shares, in accordance with Section 2.2. (b) The Company shall will give Parent (i) prompt written notice of all any objection, notice of dissent or written demands for appraisal received by to exercise dissent rights under Section 179 of the CompanyBVI Act (including copies of such objections, notices or demands), attempted withdrawals of such demandsobjections, notices or demands and any other instruments served pursuant to Section 262 of the DGCL communications received by the Company in connection with the Mergers relating to rights of dissent and (ii) the reasonable opportunity to participate in all negotiations and Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharesany dissent rights. The Company shall not, except Except with the prior written consent of Parent, the Company will not voluntarily make any payment with respect to any demands for appraisal, dissent or settle or offer to settle any such demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demanddissent.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each share of Company Class A Common Stock held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect as to such share and for which the holder or Beneficial Owner has thereof shall have properly and validly perfected its statutory rights complied with the provisions of appraisal in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights as to appraisal rights (each such shareeach, a “Dissenting Share”), if any, such Dissenting Shares shall share will not be converted into into, or represent a the right to receive any portion of receive, the Public Merger Consideration and such holders and Beneficial Owner thereof Consideration. Such holder shall be entitled to such rights as are granted by Section 262 payment, solely from the Surviving Corporation, of the DGCL, and at appraisal value of the Effective Time, such Dissenting Shares shall no longer be outstanding to the extent permitted by 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, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right his demand for appraisal of such Dissenting SharesShares or lost his right to appraisal and payment for his shares of Company Common Stock under Section 262 of the DGCL, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its his entitlement to appraisal rights as provided in the DGCL or (iii) if a court any holder of competent jurisdiction shall determine Dissenting Shares takes or fails to take any action the consequence of which is that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of payment for his shares under the DGCL, such holder(s) holder or Beneficial Owner(s) holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock Stock, and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, shall thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Public Merger Consideration. (b) . The Company shall give Parent (i) prompt notice of all any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with for appraisal of shares of Company Common Stock, and Parent shall have the Mergers and (ii) the reasonable opportunity right to participate in all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Company shall notnot settle, except make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect is entitled to such share demand and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demanded appraisal in respect of for such shares Shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such shareShares, a the “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the Merger Consideration, and shall instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief extent provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, such holder(s) withdraws or Beneficial Owner(s) (as the case may be) shall forfeit the loses his right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such shares holder to be paid the fair value of Company Class A Common Stock such Dissenting Shares shall cease and such shares of Company Class A Common Stock Dissenting Shares shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomeconverted, as of the Effective Time, into and shall be exchangeable solely for the right to receivereceive the Merger Consideration, without interest thereon, the Public Merger Consideration. (b) interest. The Company shall give Parent (i) prompt notice of all any demands for appraisal received by the CompanyCompany for appraisal of Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and received by the Company in connection with relating to rights to be paid the Mergers fair value of Dissenting Shares, and (ii) Parent shall have the reasonable opportunity right to participate in all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or compromise, any demands for paymentsuch demands, in respect or approve any withdrawal of Dissenting Shares. Any portion any such demands, or agree to do any of the Public Merger Consideration made available foregoing. The parties hereby agree and acknowledge that in any appraisal proceeding with respect to the Paying Agent pursuant Dissenting Shares and to the fullest extent permitted by applicable Law, the Surviving Company shall not assert that the exercise of the Top-Up Option, any issuance of the Top-Up Option Shares or any delivery by the Purchaser of the Promissory Note to the Company in payment for the Top-Up Option Shares should be considered in connection with a determination of the fair value of the Dissenting Shares in accordance with Section 3.03 to pay for shares 262(h) of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandthe DGCL.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, with respect to each share shares of Company Class A ATC Common Stock that are outstanding immediately prior to the Effective Time and which are held by a holder ATC stockholders who neither shall have not voted in favor of adoption of this Agreement the Merger or consented thereto in writing with respect and who shall be entitled to such share and shall have demanded properly in writing appraisal rights for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares of ATC Common Stock in accordance with Section 262 of the DGCL DCL and has who shall not effectively have withdrawn such demand or lost its otherwise have forfeited appraisal rights to appraisal (each such sharecollectively, a “the "Dissenting Share”Shares"), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the fair Merger Consideration payable in respect of each share of ATC Common Stock represented thereby. Such ATC stockholders shall be entitled to receive payment of the appraised value of such Dissenting Shares shares of ATC Common Stock held by them in accordance with the provisions of Section 262 of the DGCLDCL; provided, however, that (i) if any holder or Beneficial Owner of all Dissenting Shares, under the circumstances permitted Shares held by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure ATC stockholders who shall have failed to perfect or otherwise) the right to dissent who effectively shall have withdrawn, forfeited or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to lost their appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled with respect to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A ATC Common Stock and such shares of Company Class A Common Stock under the DCL shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomebecome exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Public Merger ConsiderationConsideration upon surrender, in the manner provided in Section 3.2, of the Certificates with respect to such shares. (b) The Company ATC shall give Parent (i) ATS prompt notice of all any demands for appraisal rights received by the Companyit, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL DCL and received by ATC and relating thereto. ATC shall give ATS the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in direct all Proceedings negotiations and proceedings with respect to demands for appraisal rights under Applicable Law the provisions of Delaware in respect of Dissenting Sharesthe DCL. The Company ATC shall not, except with the prior written consent of ParentATS, voluntarily make any payment with respect to any demands for appraisalappraisal rights, or settle or offer to settle settle, or settle, any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandsuch demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each share of Company Class A Common Stock held by a holder who neither has not voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner who is entitled to demand and has properly and validly perfected its statutory rights of demanded appraisal in respect of such shares share in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal with respect to such share (each such share, a “Dissenting Share”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration pursuant to ‎‎Section 3.01 and such the holders and Beneficial Owner thereof shall be entitled to such rights as are granted by Section 262 of the DGCL, and at the Effective Time, . Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL 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 receive payment therefor from the right to receive the fair value of such Dissenting Shares Surviving Corporation in accordance with the provisions of Section 262 of the DGCL; provided, however, that if (ia) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (iib) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iiic) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, then such holder(s) holder or Beneficial Owner(s) holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting SharesShares for purposes of this Agreement, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been automatically converted into and to have becomeinto, as of the Effective Time, the right to receive, without interest thereon, the Public Merger Consideration. (b) . The Company shall will give Parent (i) prompt written notice of all written demands for appraisal received by the CompanyCompany for appraisal of any shares of Company Common Stock, withdrawals or attempted withdrawals of such demands, demands and any other instruments instruments, notices or demands served pursuant to Section 262 of the DGCL received by DGCL. Prior to the Company in connection with Effective Time, the Mergers and (ii) the reasonable opportunity to participate in all Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Shares. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any such demands, waive any failure to timely deliver a written demand for appraisal under the DGCL, approve any withdrawal of any such demands for payment, in respect of Dissenting Shares. Any portion or propose or otherwise agree to do any of the Public Merger Consideration made available foregoing. Parent shall have the right to the Paying Agent pursuant participate in and direct all negotiations and proceedings with respect to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandsuch demands.

Dissenting Shares. (a) Notwithstanding anything to the contrary set forth in this Agreement Agreement, no shares of Company Common Stock issued and outstanding immediately prior to the contrary, with respect to each share of Company Class A Common Stock held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share Effective Time and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares which appraisal rights shall have been perfected in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal in connection with the Merger (each such sharecollectively, a “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive any that portion of the Public Merger Consideration and otherwise payable to the holder of such holders and Beneficial Owner thereof Dissenting Shares as provided in Section 2.1(a), but shall instead be entitled converted into the right to receive such consideration as may be determined to be due with respect to such rights as are granted by Section 262 Dissenting Shares pursuant to the DGCL. Each holder of Dissenting Shares who, pursuant to the provisions of the DGCL, and at becomes entitled to payment of the Effective Time, fair value of such shares shall receive payment therefor in accordance with the DGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). In the event that any holder of Company Common Stock fails to make an effective demand for payment or fails to perfect its appraisal rights as to its shares of Company Common Stock or any Dissenting Shares shall no longer otherwise lose their status as Dissenting Shares, then any such shares shall 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 converted into the right to receive the fair value Merger Consideration issuable pursuant to Section 2.1(a) in respect of such shares as if such shares had never been Dissenting Shares Shares, in accordance with and following the provisions of Section 262 satisfaction of the DGCL; provided, however, that applicable requirements and conditions set forth in Section 2.2. The Company shall give Parent prompt notice (and in no event more than two Business Days) of (i) if any demand received by the Company for appraisal of Company Common Stock (and shall give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demand) or (ii) any notice of exercise by any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and Company Common Stock of appraisal rights in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Public Merger Consideration. (b) The Company shall give Parent (i) prompt notice of all demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Shares. The Company shall notagrees that, except with the Parent’s prior written consent of Parentconsent, it shall not voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any demands such demand for payment, in respect appraisal or exercise of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandrights.

Dissenting Shares. (a) Notwithstanding anything in this Agreement Any holder of shares of Company Stock issued and outstanding immediately prior to the contrary, Effective Time with respect to each share which dissenters’ rights, if any, are available by reason of Company Class A Common Stock held by a holder the Merger pursuant to the applicable provisions of the DGCL who neither has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who complies with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 applicable provisions of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a right entitled to receive any portion of the Public Merger Consideration and pursuant to this Article I, unless such holders and Beneficial Owner thereof holder fails to perfect, effectively withdraws or loses its dissenters’ rights under the DGCL. Such holder shall be entitled to receive only such rights as are granted by Section 262 under the applicable provisions of the DGCL. If any such holder fails to perfect, and at effectively withdraws or loses such dissenters’ rights under the Effective TimeDGCL, 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 right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, Time into the right to receivereceive the Merger Consideration to which such shares of Company Stock are entitled pursuant to this Article I, without interest thereon, the Public Merger Consideration. (b) interest. The Company shall give Parent (i) prompt notice of all any demands for appraisal pursuant to the applicable provisions of the DGCL received by the Company, withdrawals of any such demands, demands and any other documents or instruments served pursuant to Section 262 of the DGCL received by the Company in connection with therewith. Parent shall have the Mergers and (ii) the reasonable opportunity right to participate in and direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharesany such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any demands for paymentsuch demands, in respect or agree to do any of Dissenting Sharesthe foregoing. Any portion of payments made with respect to Dissenting Shares shall be made solely by the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights Surviving Corporation, and no funds or other property have been perfected or shall be returned to Parent upon demandprovided by Parent, Merger Sub or any of Parent’s Affiliates for such payment.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, with respect to each share shares of Company Class A Common Stock that are outstanding immediately prior to the Effective Time and held by a holder Stockholders who neither shall not have voted in favor of adoption of this Agreement the Merger or consented thereto in writing with respect and who are entitled to such share demand and shall have demanded properly in writing appraisal for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance accordance, and who comply in all respect with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such sharecollectively, a the “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the Merger Consideration set forth in Section 2.01. Such Stockholders shall be entitled to receive only the fair value of such Dissenting Shares shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by unless and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure until such Stockholders shall have failed to perfect or otherwise) the right who effectively shall have withdrawn or lost their rights to dissent or its right for appraisal of such Dissenting Shares, (ii) if shares under Section 262 of the DGCL. If any holder or Beneficial Owner of Dissenting Shares fails shall have failed to establish perfect or shall have withdrawn or lost his, her her, or its entitlement rights to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by shares under Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomebecome exchangeable for, as of the Effective Time, the right to receivereceive the Merger Consideration specified in Section 2.01, without any interest thereon, upon surrender, in the Public manner provided in Section 2.03, of the Certificate or Certificates that formerly evidenced such Dissenting Shares and the Surviving Corporation and Parent shall remain liable for the payment of the Merger ConsiderationConsideration for such shares of Company Common Stock. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto except the rights provided in Section 262 of the DGCL as described in this Section 2.05. (b) The Company shall give Parent (i) prompt notice of all any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharesthe DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle appraisal or offer to settle or settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandsuch demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement Shares of Company Common Stock that are issued and outstanding immediately prior to the contrary, with respect to each share of Company Class A Common Stock Effective Time and which are held by a holder holders who neither have not voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share the Merger and for which who are entitled to demand and have properly demanded their rights to be paid the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect fair value of such shares of Company Common Stock in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a the “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be cancelled and converted into or represent a the right to receive any portion of the Public Merger Consideration Consideration, and such the holders and Beneficial Owner thereof shall be entitled to only such rights as are granted by Section 262 of the DGCL, and at the Effective Time, . If any such Dissenting Shares stockholder shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure failed to perfect or otherwise) shall have effectively withdrawn, waived or lost such right prior to the right to dissent or its right for appraisal Election Deadline (as defined in Section 3.1), each of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such holder’s shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease be deemed to constitute be Non-Election Shares for all purposes of this Agreement, unless such stockholder shall thereafter otherwise make a timely election under this Agreement. If any holder of Dissenting SharesShares shall have so failed to perfect or effectively withdrawn or lost such stockholders’ right to dissent from the Merger after the Election Deadline, and each of such share holder’s shares of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, receive the Public Merger Considerationconsideration received with respect to Non-Election Shares. (b) The Company shall give Parent Acquiror (i) prompt notice of all demands for appraisal any notice received by the CompanyCompany of intent to demand the fair value of any shares of Company Common Stock, withdrawals of such demands, notices and any other instruments or notices served pursuant to Section 262 of the DGCL received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in and direct all Proceedings negotiations and proceedings with respect to demands for the exercise of appraisal rights under Applicable Law Section 262 of Delaware in respect of Dissenting Sharesthe DGCL. The Company shall not, except with the prior written consent of ParentAcquiror, voluntarily (A) make any payment or other commitment with respect to any demands for appraisalsuch exercise of appraisal rights, or settle or (B) offer to settle or settle any demands such rights or (C) waive any failure to timely deliver a written demand for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available appraisal or timely take any other action to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which perfect appraisal rights have been perfected shall be returned to Parent upon demandin accordance with the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each No outstanding share of Company Class A Seller Common Stock held by a as to which the holder who neither voted in favor of has exercised dissenters rights under the DGCL and did not vote for the adoption of this Agreement or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a “Dissenting Share”), if any, such Dissenting Shares Parent Merger Documents shall not be converted into or represent a right to receive any portion of the Public Merger Consideration Consideration, and such holders and Beneficial Owner the holder thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL, and at the Effective Time, . Seller shall give Acquiror prompt notice upon receipt by Seller of any 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 right to receive written demands for payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 shares of the DGCL; providedSeller Common Stock and of withdrawals of such demands and any other instruments provided pursuant to the DGCL (any stockholder duly making such demand being hereinafter called a “Dissenting Stockholder”). Acquiror shall direct all negotiations and proceedings with respect to any such demands or notices. Seller shall not, howeverwithout the prior written consent of Acquiror, that (i) if make any holder payment with respect to, or Beneficial Owner of settle, offer to settle or otherwise negotiate, any such demands. If any Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and Stockholder shall effectively withdraws withdraw or loses lose (through failure to perfect or otherwise) the his right to dissent such payment at or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails prior to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, such holder’s shares of the Seller Common Stock shall be automatically converted into a right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement, without any interest thereon, as if such holder had made a Combination Election. If such holder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment after the Effective Time, each share of the Seller Common Stock of such holder shall be automatically converted, on a share-by-share basis, into the right to receivereceive the Merger Consideration, without any interest thereon, the Public Merger Considerationas if such holder had made a Combination Election. (b) The Company shall give Parent (i) prompt notice of all demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect but only to each share the extent required by the DGCL, shares of Company Class A Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by a holder Shareholders who neither voted in favor of adoption of this Agreement or consented thereto in writing comply with respect to such share and for which all the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 provisions of the DGCL concerning the right of Shareholders to dissent from the Merger and has not effectively withdrawn or lost its rights to require appraisal of their shares of Common Stock (each such share, a “"Dissenting Share”), if any, such Dissenting Shares Shareholders") shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the fair value of Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shares in accordance with Shareholder pursuant to the provisions of Section 262 law of the DGCLState of Delaware; provided, however, that (i) if any holder Dissenting Shareholder shall subsequently deliver a written withdrawal of his or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance her demand for appraisal (with the DGCLwritten approval of the Surviving Corporation, affirmatively and effectively withdraws if such withdrawal is not tendered within 60 days after the Effective Time), or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares Shareholder fails to establish his, and perfect his or her or its entitlement to appraisal rights as provided in the DGCL by applicable law, or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 within 120 days of the DGCLEffective Time neither any Dissenting Shareholder nor the Surviving Corporation has filed a petition demanding a determination of the value of all shares of Common Stock outstanding at the Effective Time and held by Dissenting Shareholders in accordance with applicable law, then such holder(s) Dissenting Shareholder or Beneficial Owner(s) (Shareholders, as the case may be) , shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and the right to have becomereceive, as of the Effective Time, the right to receiveMerger Consideration, without interest thereon, the Public Merger Consideration. (b) interest. The Company shall give Parent (i) the Parent, Acquisition and the Shareholders' Representative prompt notice of all any written demands for appraisal, withdrawals of demands for appraisal and any other related instruments received by the Company, withdrawals of such demandsand shall give the Shareholders' Representative, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection after consultation with the Mergers and (ii) Parent, the reasonable opportunity to participate in direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharesappraisal. The Company shall not, except with the prior written consent of Parent, will not voluntarily make any payment with respect to any demands for appraisalappraisal and will not, or except with the prior written consent of the Parent and the Shareholders' Representative, settle or offer to settle any demands demand for paymentan amount in excess of the sum described in the next succeeding paragraph of this Section 2.12. If at the conclusion of the appraisal procedure set forth in Section 262 of the DGCL, the Surviving Corporation is ordered to make any payment in respect of Dissenting Shares. Any portion any of the Public shares of Common Stock of any Dissenting Shareholder in an amount in excess of the product of (A) the number of any such shares of any such Dissenting Stockholder and (B) the per share Merger Consideration made available Consideration, then, upon the making of any such payment, the Surviving Corporation shall be entitled to be repaid out of the Escrow Account the amount of such payment, together with the fees, costs and expenses suffered or reasonably incurred by the Surviving Corporation, including, without limitation, any costs taxed to it by the court in such proceedings, relating to the Paying Agent pursuant to Section 3.03 to pay demand for shares and the implementation and conduct of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandsuch proceedings.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrarycontrary other than Section 2.10(b), with respect to each share any shares of Company Class A Common Stock held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share has demanded and perfected dissenters’ rights for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with the provisions of Section 262 23B.13 of Washington Law and who, as of the DGCL and Effective Time, has not effectively withdrawn or lost its such dissenters’ rights to appraisal (each such sharecollectively, a the “Dissenting ShareShares”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof applicable consideration for Company Common Stock set forth in Section 2.1, but instead shall be entitled converted into the right to receive only such consideration as may be determined to be due with respect to such rights as are granted by Section 262 of the DGCL, Dissenting Shares under Washington Law. From and at after the Effective Time, such a holder of Dissenting Shares shall no longer not be outstanding and shall automatically be cancelled and shall cease entitled to exist, and such holder shall cease to have exercise any of the voting rights with respect thereto, except or other rights of a stockholder of the right to receive Surviving Corporation nor of a stockholder of the fair value of such Dissenting Shares in accordance with Parent. (b) Notwithstanding the provisions of Section 262 of the DGCL; provided2.10(a), however, that (i) if any holder of shares of Company Common Stock who demands dissenters’ rights for such shares under Washington Law shall effectively withdraw or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses lose (through failure to perfect or otherwise) the right to dissent or its right for appraisal of with respect to such Dissenting Sharesshares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomethen, as of the later of the Effective TimeTime and the occurrence of such event, such holder’s shares shall no longer be Dissenting Shares and shall automatically be converted into and represent only the right to receivereceive the consideration for Company Common Stock, as applicable, set forth in Section 2.1, without interest thereon, upon surrender of the Public Merger Considerationcertificate representing such shares. (bc) The Company shall give Parent (i) prompt notice of all any written demands for appraisal received by the Companydissenters’ rights of any shares of Company Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL Washington Law and received by the Company in connection with the Mergers which relate to any such demand for dissenters’ rights and (ii) the reasonable opportunity to participate in all Proceedings negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal dissenters’ rights under Applicable Law of Delaware in respect of Dissenting SharesWashington Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal, or settle or offer to settle or settle any demands for payment, in respect of Dissenting Sharessuch demands. Any portion of communication to be made by the Public Merger Consideration made available Company to the Paying Agent pursuant to Section 3.03 to pay for shares any holder of Company Class A Common Stock for which appraisal rights have been perfected with respect to such demands shall be returned to Parent upon demandprepared in advance in cooperation with Parent.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares that are issued and outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and that are held by a holder stockholders who neither voted are entitled to demand and are properly demanding appraisal rights pursuant to, and who are complying in favor all respects with, the provisions of adoption Section 262 of this Agreement the Corporation Law (the “Dissenting Shares”) shall not be converted into or consented thereto in writing with respect be exchangeable for the right to receive the Merger Consideration, but shall be converted into the right to receive such share consideration as may be determined to be due to the holders of Dissenting Shares pursuant to Section 262 of the Corporation Law, unless and for which until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Section 262 of the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares Corporation Law. (b) Dissenting Shares shall be treated in accordance with Section 262 of the DGCL and has not Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost its rights such right to appraisal (each such share, a “Dissenting Share”), if anyappraisal, such Dissenting holder’s Shares shall not thereupon be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right become exchangeable only for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration, without any interest thereon, the Public Merger Consideration. (b) . The Company shall give Parent and Merger Sub (i) prompt notice of all any written demands for appraisal received by the Companyof any Shares (or written threats thereof), withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL Corporation Law and received by the Company in connection with relating to rights to be paid the Mergers “fair value” of Dissenting Shares, and (ii) the reasonable opportunity right to participate in and direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharesthe Corporation Law. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisalappraisals of capital stock of the Company, or settle or offer to settle or settle any demands for paymentsuch demands, in respect approve any withdrawal of Dissenting Shares. Any portion any such demands, or agree to do any of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandforegoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each share of Company Class A Common Stock held by a as to which the holder who thereof has neither voted in favor of adoption of this Agreement or the Merger nor consented thereto in writing with respect to such share and who shall have delivered a written demand for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the manner provided by the DGCL and has who, as of the Effective Time, shall not have effectively withdrawn or lost its rights such right to appraisal (each such shareeach, a “Dissenting Share”), if any, such Dissenting Shares shall share will not be converted into into, or represent a the right to receive any portion of receive, the Public Merger Consideration and such holders and Beneficial Owner thereof Consideration. Such holder shall be entitled to such rights as are granted by Section 262 payment, solely from the Surviving Company, of the DGCL, and at appraised value of the Effective Time, such Dissenting Shares shall no longer be outstanding held by them to the extent permitted by 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, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and shall have effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right withdrawn his demand for appraisal of such Dissenting SharesShares or lost his right to appraisal and payment for his shares of Company Common Stock under Section 262 of DGCL, (ii) if any holder or Beneficial Owner of Dissenting Shares fails shall have failed to establish his, her or its his entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, or (iii) if any holder of Dissenting Shares takes or fails to take any action the consequence of which is that such holder(s) holder is not entitled to payment for his shares under the DGCL, such holder or Beneficial Owner(s) holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each of such share holders’ shares of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter shall be deemed to have been converted solely into and to have become, as of the Effective Time, the right to receive, without interest thereon, receive the Public Merger Consideration. (b) . The Company shall give Parent (i) Cal Dive prompt notice of all any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with for appraisal of shares of Company Common Stock, and Cal Dive shall have the Mergers and (ii) the reasonable opportunity right to participate in all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Company shall notnot settle, except make any payments with respect to, or offer to settle any claim with respect to Dissenting Shares without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandCal Dive.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each share of Company Class A Common Stock any Shares which are held by a holder shareholder who neither voted did not vote in favor of adoption of this Agreement the Merger (or consented consent thereto in writing with respect writing) and who is entitled to such share demand and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demands appraisal in respect of such shares Shares (the “Dissenting Shares”) pursuant to, and who complies in accordance with all respects with, the provisions of Section 262 351.455 of the DGCL and has not effectively withdrawn or lost its rights to appraisal MGBCL (each such share, a the “Dissenting ShareShareholders”), if any, such Dissenting Shares shall not be converted into or represent a be exchangeable for the right to receive any portion of the Public applicable Merger Consideration and Consideration, but instead such holders and Beneficial Owner thereof holder shall be entitled only to such rights as are granted by accorded under Section 262 351.455 of the DGCL, MGBCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares rights set forth in accordance with the provisions of Section 262 351.455 of the DGCL; providedMGBCL), however, that (i) if any unless and until such holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure shall have failed to perfect or otherwise) shall have effectively withdrawn or lost its right to appraisal under the MGBCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomereceive, as of the Effective Time, the right to receiveapplicable Merger Consideration for each such Share, in accordance with Section 3.1, without interest thereon, the Public Merger Consideration. (b) interest. The Company shall give Parent (i) prompt notice of all demands any demand for appraisal received by the Company, withdrawals or attempted withdrawal of such demands, and any other instruments served pursuant to Section 262 of the DGCL demand that is received by the Company in connection with relating to Company shareholders’ rights of appraisal. Parent shall have the Mergers and (ii) the reasonable opportunity right to participate in all Proceedings negotiations and proceedings with respect to demands for appraisal by Company shareholders under Applicable Law of Delaware in respect of Dissenting Sharesthe MGBCL. The Except to the extent required by applicable Law, the Company shall not, except not voluntarily offer to make or make any payment with respect to any demand for appraisal without the prior written consent of Parent, voluntarily make any payment with respect not to any demands for appraisalbe unreasonably withheld, delayed or settle or offer to settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandconditioned.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarycontrary and unless otherwise provided by the DGCL, with respect to each share shares of Company Class A Common Stock held that are issued and outstanding immediately prior to the Effective Time and that are owned by a holder Stockholders who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner has have properly and validly perfected its statutory their appraisal rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) will not be converted into the right to receive the Merger Consideration, unless and has not until such Stockholders will have failed to perfect or will have effectively withdrawn or lost its rights to their right of payment under the DGCL. Such Stockholders, who have so perfected their appraisal (each such sharerights, a “Dissenting Share”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall will instead be entitled to such rights as are granted by Section 262 payment 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 right to receive the fair value of such Dissenting Shares in accordance with the provisions DGCL. If any such Stockholder will have failed to perfect or will have effectively withdrawn or lost such appraisal rights, each share of Common Stock held by such Stockholder will thereupon be deemed to have been converted into the right to receive and become exchangeable for, at the Effective Time, the Merger Consideration specified and allocated in Section 262 2.2(a) and subject to the terms thereof. (b) Each party hereto shall give each other party hereto prompt notice of any demands received by it for appraisal of shares of Common Stock, withdrawals of such demands and any other related instruments received by it. Parent shall have the right, to the extent reasonably practicable, to receive notice of and participate in all negotiations and proceedings with respect to such demands and the exercise of such appraisal rights under the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) Stakeholder Representative shall have the right to dissent or its right for appraisal of direct all such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock negotiations and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Public Merger Consideration. (b) The Company shall give Parent (i) prompt notice of all demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharesproceedings. The Company shall not, except Except with the prior written consent of Parent(1) the Stakeholder Representative, voluntarily no other party hereto shall make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle, any such demands for paymentand (2) Parent, no other party hereto shall make any payment with respect to, or offer to settle or settle, any such demands unless such payment or settlement includes an express unconditional release of Parent, the Company, the Surviving Corporation and their respective Affiliates from all liabilities and obligations relating to such demand and the exercise of such appraisal rights under the DGCL and such payment or settlement does not impose injunctive or other equitable relief against Parent, the Company, the Surviving Corporation or any of their respective Affiliates; provided that, notwithstanding any of the foregoing, each party hereto may make such payments and take such actions as are required by applicable Law. (c) Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or the Company (i) makes any payment or payments in respect of any Dissenting Shares. Any portion Shares in excess of the Public Merger Consideration made available consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any other costs or expenses (including reasonable attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (together “Dissenting Share Payments”), Parent shall be entitled to recover under the terms of Article IX the amount of such Dissenting Share Payments without regard to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandBasket or the Minimum Claim Basket.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarycontrary contained herein, with respect to each share the extent required by the DGCL, any shares of Company Class A Common Stock held by a holder who neither that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have not voted in favor of the adoption of this Agreement or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner has have properly and validly perfected its statutory rights of demanded appraisal in respect of such shares in accordance with Section 262 of the DGCL and has have not effectively withdrawn or lost its rights to appraisal such demand (each such sharecollectively, a “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a the right to receive any portion of the Public Merger Consideration as provided in Section 2.1, and such holders and Beneficial Owner thereof shall be entitled only to such rights and payments as are granted by Section 262 of the DGCL; provided, however, that if any such holder shall effectively waive, withdraw, not properly demand or perfect or otherwise lose such holder’s rights under Section 262 of the DGCL, each of such holder’s Dissenting Shares shall thereupon be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration as provided in Section 2.1, without interest and after giving effect to any required Tax withholdings as provided herein, and at such holder thereof shall cease to have any other rights with respect thereto. At the Effective Time, such any holder of Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares rights provided in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by DGCL and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Public Merger Considerationprevious sentence. (b) The Company shall give Parent (i) prompt notice of all any written notices received by the Company prior to the Effective Time with respect to any intent to demand or written demands for appraisal received by the Companywith respect to any shares of Common Stock, withdrawals of attempts to withdraw such demands, notices or demands and any other instruments or notices served pursuant to Section 262 of the DGCL received by or other applicable Law relating to stockholders’ appraisal rights. Parent shall have the Company in connection with the Mergers right to control all negotiations and (ii) the reasonable opportunity to participate in all Proceedings proceedings with respect to demands for the exercise of appraisal rights under Applicable Section 262 of the DGCL or other applicable Law of Delaware in respect of Dissenting Sharesrelating to stockholders’ appraisal rights. The Company shall not, except with the prior written consent of ParentParent or as otherwise required by an Order of a Governmental Entity of competent jurisdiction, voluntarily make any payment or other commitment with respect to any such demands for appraisal, or settle or offer to settle or settle any such demands for paymentor approve any withdrawal, in respect resolution or settlement of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandany such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect is entitled to such share demand and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demands appraisal in respect of such shares Shares (“Dissenting Shares”) pursuant to, and who complies in accordance with all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a the “Dissenting ShareAppraisal Rights”), if any, such Dissenting Shares ) shall not be converted into or represent a the right to receive any portion the Merger Consideration, but instead the holder of the Public Merger Consideration and such holders and Beneficial Owner thereof Shares shall be entitled to such rights as are granted by Section 262 payment of the DGCL, and at fair value of such Dissenting Shares in accordance with the Appraisal Rights. At the Effective Time, such all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares shares in accordance with the provisions of Section 262 of the DGCL; providedAppraisal Rights. Notwithstanding the foregoing, however, that (i) if any such holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure shall fail to perfect or otherwise) otherwise shall waive, withdraw or lose the right to dissent or its under the Appraisal Rights, then the right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner to be paid the fair value of such holder’s Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock cease and such shares of Company Class A Common Stock Dissenting Shares shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective TimeTime into, and to have become exchangeable solely for, the right to receive, without interest thereon, receive the Public Merger Consideration. (b) The Company shall give Parent (i) serve prompt notice to Purchaser of all any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with for dissenter’s rights of any Shares, and Purchaser shall have the Mergers and (ii) the reasonable opportunity right to participate in and direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentPurchaser, voluntarily make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or compromise, any demands for paymentsuch demand, in respect of Dissenting Shares. Any portion or agree to do any of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandforegoing.

Dissenting Shares. (a) Notwithstanding anything in For purposes of this Agreement to the contraryAgreement, with respect to each share “Dissenting Shares” means shares of Company Class A Common Stock held as of the Effective Time by a holder Company Stockholder who neither has not voted such Company Stock in favor of the adoption of this Agreement or consented thereto in writing and the Merger and with respect to such share which appraisal shall have been duly demanded and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL Delaware Act and has not effectively withdrawn or lost its rights forfeited prior to appraisal (each such share, a “Dissenting Share”), if any, such the Effective Time. Dissenting Shares shall not be converted into or represent a the right to receive any portion shares of Parent Common Stock unless such Company Stockholder’s right to appraisal shall have ceased in accordance with the Delaware Act. If such Company Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then (i) as of the Public Merger Consideration and occurrence of such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by Section 262 of the DGCL, and at the Effective Timeevent, such holder’s Dissenting Shares shall no longer cease to be outstanding Dissenting Shares and shall automatically be cancelled converted into and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except represent the right to receive the fair value Merger Shares issuable in respect of such Dissenting Shares in accordance with the provisions of Company Stock pursuant to Section 262 of the DGCL; provided1.5(a), however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) promptly following the occurrence of such event and, if any holder or Beneficial Owner requested by Parent, the proper surrender of Dissenting such person’s Company Stock Certificate, the Parent shall deliver to such Company Stockholder a certificate representing the Merger Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that which such holder or Beneficial Owner is not entitled pursuant to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Public Merger Consideration1.5(a). (b) The Company shall give the Parent (i) prompt notice of all any written demands for appraisal received by the Companyof any Company Stock, withdrawals of such demands, and any other instruments served pursuant that relate to Section 262 of the DGCL such demands received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting SharesCompany. The Company shall not, except with the prior written consent of Parentthe Parent (such consent not to be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal, or settle appraisal of Company Stock or offer to settle or settle any such demands for payment, in respect of Dissenting Shares. Any portion unless required by the court of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares State of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandDelaware having jurisdiction thereof.

Dissenting Shares. (a) Notwithstanding anything in this Agreement any other provision of the Merger Agreement, shares of Company Common Stock that are outstanding immediately prior to the contrary, with respect to each share of Company Class A Common Stock Effective Time and which are held by a holder of shares of Company Common Stock who neither voted in favor shall have (i) duly given written notice to the Company, prior to the taking of adoption the vote by the Company's shareholders on approval of this Agreement or consented thereto in writing with respect Plan of Merger, of such holder's intent to such share dissent from the Merger and for which demand payment of the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect "fair value" of such shares in accordance with Section 262 Chapter 13 of the DGCL and has not effectively withdrawn or lost its rights to appraisal South Carolina Business Corporation Act (each such share, a “Dissenting Share”the "Dissenters' Rights Provisions"), if any(ii) not voted such shares in favor of the Merger (other than a vote by proxy that does not disqualify such holder under the Dissenters' Rights Provisions), and (iii) not withdrawn, waived or otherwise lost or forfeited such holder's dissenter's rights under the Dissenters' Rights Provisions prior to the Effective Time (collectively, the "Dissenting Shares Shares"), shall not be converted into or represent a the right to receive any portion part of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by Section 262 of the DGCL, and at the Effective Time, such Consideration. Such Dissenting Shares shall no longer instead 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 converted into the right to receive from the Surviving Corporation payment of the "fair value of such Dissenting Shares value" thereof in accordance with the provisions of Section 262 of Dissenters' Rights Provisions. All Dissenting Shares held by holders who after the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure Effective Time shall have failed to perfect or otherwise) the right to dissent who effectively shall have withdrawn, waived or its right for appraisal of otherwise lost or forfeited their dissenters' rights under such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock Dissenters' Rights Provisions shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomebecome exchangeable, as of the Effective Time, for the right to receive, without any interest or dividend thereon, the Public appropriate part of the Merger Consideration. (b) The , upon surrender, in the manner provided in this Section 6, of the Certificate or Certificates that formerly evidenced such shares of Company shall give Parent (i) prompt notice of all demands for appraisal received Common Stock. Upon application by the CompanySurviving Corporation to the Exchange Agent therefor, withdrawals accompanied by the Certificate or Certificates formerly evidencing Dissenting Shares and a certificate of the Surviving Corporation to the effect that there has been paid, or will be paid contemporaneously with the remittance to the Surviving Corporation of the Merger Consideration otherwise allocable to such Dissenting Shares, the amount to which the holder thereof is entitled, or has agreed with the Surviving Corporation to receive, as payment for such Dissenting Shares pursuant to the exercise of such demandsholder's dissenters' rights, and any other instruments served pursuant then the Exchange Agent shall remit to Section 262 the Surviving Corporation that part of the DGCL received by Merger Consideration otherwise (but for the Company in connection exercise of such dissenters' rights) allocable to such Dissenting Shares. In such event, remittance to the Surviving Corporation shall be a full acquittance of the Exchange Agent with respect thereto, and, to the Mergers and (ii) extent such payment was not previously made, the reasonable opportunity holder of such Dissenting Shares shall look only to participate in all Proceedings the Surviving Corporation for the payment to which such holder is entitled with respect to demands for appraisal under Applicable Law of Delaware in respect of such Dissenting Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each share shares of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder shareholder who neither has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who has complied with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 applicable provisions of the DGCL and has not effectively withdrawn or lost its rights to appraisal MBCA (each such share, a “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive the Merger Consideration, unless such shareholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a shareholder who has properly exercised such appraisal rights shall not have any portion rights of a shareholder of Company or the Surviving Entity with respect to shares of Company Common Stock, except those provided under applicable provisions of the Public Merger Consideration and MBCA (any shareholder duly making such holders and Beneficial Owner thereof demand being hereinafter called a “Dissenting Shareholder”). A Dissenting Shareholder shall be entitled to such rights as are granted by Section 262 receive payment of the DGCLfair value of each share of Company Common Stock held by him or her in accordance with the applicable provisions of the MBCA, and at unless, after the Effective Time, such Dissenting Shares shareholder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such shares of Company Common Stock shall no longer be outstanding converted into and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except represent only the right to receive the fair value Merger Consideration, without interest thereon, upon surrender of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement Certificates pursuant to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Public Merger Consideration. (b) The 2.05. Company shall give Parent (i) Buyer prompt notice of all demands for appraisal received by the Companyany written notice of intent to demand payment, attempted withdrawals of such demandsnotices, and any other instruments served pursuant to Section 262 of the DGCL applicable Law received by Company relating to shareholders’ rights of appraisal. Buyer shall have the Company in connection with the Mergers right to direct all discussions, negotiations and (ii) the reasonable opportunity to participate in all Proceedings proceedings with respect to demands for appraisal under Applicable Law any such notices of Delaware in respect of Dissenting Sharesintent to demand payment. The Company shall not, except with the prior written consent of ParentBuyer, voluntarily make make, or offer to make, any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any demands for such notice of intent to demand payment, . Company shall not waive any failure to timely deliver a written notice of intent to demand payment or the taking of any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights under the MBCA. Any payments made in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected Shares shall be returned to Parent upon demandmade by Buyer as the Surviving Entity.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each share shares of Company Class A Common Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder Company Stockholder who neither has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing with respect to such share and who shall have properly demanded in writing the payment of the fair value (as defined in NRS 92A.320) for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal Common Stock under NRS 92A.300 through 92A.500 (each such shareeach, a “Dissenting Share,” and collectively, the “Dissenting Shares”), if anyto the extent that such rights were not otherwise waived by such Company Stockholder, such Dissenting Shares shall not be converted into or represent a the right to receive the Consideration Common Stock until such time as all rights and remedies are exercised pursuant to NRS Chapter 92A and, in any portion of the Public Merger Consideration and event, such holders and Beneficial Owner thereof Dissenting Stockholder shall be entitled only to such rights as are granted by 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 right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCLNRS; provided, however, that (i) if any holder or Beneficial Owner of such Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure Stockholder shall have failed to perfect or otherwise) the right to dissent shall have effectively withdrawn or its right for appraisal of otherwise lost such Dissenting SharesStockholder’s rights under NRS 92A.300 through 92A.500, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Capital Stock shall, to the fullest extent permitted held by Applicable Law, thereafter such Company Stockholder shall thereupon be deemed to have been converted into and to have becomebecome exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Public Merger Consideration. (b) The Company shall give Parent (i) prompt notice Consideration Common Stock in accordance with this Article 3 upon the surrender of all demands for appraisal received by the Company, withdrawals its stock certificate and execution and delivery of such demandsa Letter of Transmittal, and any other instruments served pursuant to Section 262 such share of the DGCL received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Capital Stock will no longer be a Dissenting SharesShare. The Company shall not, except comply in all respects with the prior written consent applicable provisions of Parent, voluntarily make any payment NRS 92A.300 through 92A.500. The Stockholders’ Representative (on behalf of the Indemnifying Stockholders) shall have the right to direct all negotiations and proceedings with respect to any such demands under Nevada Act. The Company shall send out the notice required by NRS 92A.430 by overnight courier immediately after the Closing and such notice shall set the date by which the Company must receive demand for appraisal, or settle or offer to settle any demands for payment, in respect of Dissenting Shares. Any portion of payment on the Public Merger Consideration made available to date which is exactly thirty (30) days after the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demanddate the notice is delivered.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each share of Company Class A Common Stock held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share and for which no Share, the holder or Beneficial Owner has properly of which shall be entitled to assert, and validly perfected its statutory rights shall have complied with the provisions of appraisal in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its as to, dissenter's rights to appraisal (each such share, a “"Dissenting Share”"), shall be deemed converted into and to represent the right to receive Merger Consideration hereunder, and the holders of Dissenting Shares, if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by Section 262 payment, solely from the Surviving Corporation, 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 right to receive the fair appraised value of such Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting SharesShares shall, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws subsequently deliver a written withdrawal of his or loses (through failure to perfect or otherwise) the right to dissent or its right her demand for appraisal of such Dissenting Shares, or (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, his or her or its entitlement to appraisal rights to payment as provided in the DGCL such Section 262, or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation has filed a court petition demanding a determination of competent jurisdiction shall determine that the value of all Dissenting Shares within the time provided in such Section 262, such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) holders (as the case may be) shall forfeit the such right to appraisal of payment for such shares of Company Class A Common Stock and Dissenting Shares pursuant to such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting SharesSection 262, and each such share of Company Class A Common Stock shallShare shall not be considered a Dissenting Share but shall thereupon be converted into, and treated as, a Non-Election Share in accordance with, and subject to the fullest extent permitted by Applicable Lawprovisions of, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Public Merger Consideration. (b) this Article IV. The Company shall give Parent (iX) prompt notice of all any written demands for appraisal received by the Companyof any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with the Mergers relating to shareholders' rights of appraisal and (iiY) the reasonable opportunity to participate in direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharesthe DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalappraisals of Shares, or settle or offer to settle or settle any such demands for payment, in respect or approve any withdrawal of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandany such demands.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, with respect to each share any shares of Company Class A Common Capital Stock held by a holder who neither has not voted in favor of adoption of this Agreement for the Merger, or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL and who has not effectively withdrawn or lost its such holder’s appraisal rights to appraisal under the DGCL (each such sharecollectively, a the “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner applicable consideration for Company Capital Stock set forth in Section 1.6 hereof, but the holder thereof shall only be entitled to such rights as are granted provided by 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 right to receive the fair value of such Dissenting Shares in accordance with . (b) Notwithstanding the provisions of Section 262 of the DGCL; provided1.7(a) hereof, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and Shares shall effectively withdraws withdraw or loses lose (through failure to perfect or otherwise) the right to dissent such holder’s appraisal or its right for appraisal of such Dissenting Sharesdissenter’s rights, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomethen, as of the later of the Effective TimeTime and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receivereceive the consideration for Company Capital Stock, as applicable, set forth in Section 1.6 hereof, without interest thereon, upon surrender of the Public Merger Considerationcertificate representing such shares. (bc) The Company shall give Parent (i) prompt notice of all demands any written demand for appraisal received by the Company, withdrawals of such demands, and any other instruments served Company pursuant to Section 262 the applicable provisions of the DGCL received by the Company in connection with the Mergers DGCL, and (ii) the reasonable opportunity to participate in all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal, or settle or offer to settle or settle any demands for paymentsuch demands. Notwithstanding the foregoing, to the extent that Parent or the Company (i) makes any payment or payments in respect of any Dissenting Shares. Any portion Shares in excess of the Public Merger Consideration made available consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any other costs or expenses (including attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (excluding payments for such shares) (together “Dissenting Share Payments”), Parent shall be entitled to recover under the terms of Section 7.2 hereof the amount of such Dissenting Share Payments without regard to the Paying Agent pursuant to Threshold Amount (as defined in Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand7.5(a) hereof).

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, with respect Shares which are issued and outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and which are held by a holder holders who neither voted in favor shall have complied with the provisions of adoption of this Agreement or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a the “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a the right to receive any portion the Merger Consideration, and holders of the Public Merger Consideration and such holders and Beneficial Owner thereof Dissenting Shares shall be entitled to such rights as are granted by Section 262 receive payment 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 right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any unless and until the applicable holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance fails to comply with the DGCL, affirmatively and provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses (through failure such holder’s rights to perfect or otherwise) receive payment of the right to dissent or its right for appraisal fair value of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting holder’s Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by under Section 262 of the DGCL. If, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of after the Effective Time, any such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such right, such Dissenting Shares shall thereupon be treated as if they had been converted at the Effective Time into the right to receive, without interest thereon, receive the Public Merger Consideration. (b) The Company shall give Parent (i) prompt notice . 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 all demands for appraisal received by any holder of Shares to be paid the Company, 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 in connection with under Section 262 of the Mergers DGCL, and (ii) shall give Parent the reasonable opportunity to participate in all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily (i) make any payment with respect to any such demands for appraisal, or settle or (ii) offer to settle or settle any demands such demands, (iii) waive any failure to timely deliver a written demand for payment, appraisal in respect of Dissenting Shares. Any portion accordance with the DGCL or (iv) agree to do any of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandforegoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each share shares of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time that are held by a any holder who neither has not voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share the Merger and for which the holder or Beneficial Owner who has properly and validly perfected its statutory exercised dissenters’ rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a “Dissenting ShareShares”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by Section 262 receive payment 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 right to receive the “fair value market value” of such Dissenting Shares (determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation in consequence of the proposed merger) held by them in accordance with the provisions of such Section 262 of the DGCL; provided262, however, except that (i) if any holder or Beneficial Owner of all Dissenting Shares, under the circumstances permitted Shares held by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure stockholders who shall have failed to perfect or otherwise) the right who effectively shall have withdrawn or lost their rights to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that under such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomebecome exchangeable for, as of the Effective Time, the right to receivereceive the Merger Consideration, without any interest thereon, the Public Merger Consideration. (b) upon Proper Delivery. The Company shall serve prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such notices or demands and any other negotiations, petitions and proceedings with respect to such demands. The Company shall give Parent (i) prompt notice of all demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Shares. The or dissenters’ rights and the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any such demands. All fees and expenses of the Company relating to all negotiations, petitions and proceedings with respect to demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal or dissenters’ rights have been perfected shall be returned to Parent upon demandpaid by Parent.

Dissenting Shares. (a) Notwithstanding anything in this Agreement Shares that are issued and outstanding immediately prior to the contrary, with respect to each share of Company Class A Common Stock Effective Time and that are held by a holder holders who neither voted in favor of adoption of this Agreement or consented thereto in writing have properly demanded their appraisal rights with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares Shares in accordance with Section 262 of the DGCL and has who have not effectively withdrawn such demand or lost its rights consented to appraisal or voted in favor of this Agreement (each such share, a the “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a the right to receive any portion of the Public Merger Consideration Consideration, and such the holders and Beneficial Owner thereof shall be entitled to only such rights as are granted by Section 262 of the DGCL, DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that (i) if any holder or Beneficial Owner such stockholder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure Company shall fail to perfect or otherwise) the right to dissent shall effectively waive, withdraw or its right for appraisal of lose such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal stockholder’s rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by under Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (stockholder’s Dissenting Shares shall be treated as the case may be) shall forfeit if they had been converted into the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to receive the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of Merger Consideration at the Effective Time, and the holder thereof shall be entitled to the right to receivereceive the Merger Consideration, as set forth in Section 2.1 of this Agreement, without any interest thereon, the Public Merger Consideration. (b) The Company shall give Parent (i) prompt notice of all demands for appraisal any notice received by the CompanyCompany of intent to demand the fair value of any Shares, withdrawals of such demands, notices and any other instruments served pursuant to Section 262 of the DGCL and received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in and control all Proceedings negotiations and proceedings with respect to demands for the exercise of appraisal rights under Applicable Law Section 262 of Delaware in respect of Dissenting Sharesthe DGCL. The Company shall not, except with the prior written consent of ParentParent or as otherwise required by an order, voluntarily decree, ruling or injunction of a court of competent jurisdiction, make any payment with respect to any demands for appraisal, or settle such exercise of appraisal rights or offer to settle or settle any demands for payment, in respect of Dissenting Shares. Any portion such rights or offer or commit to do any of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandforegoing.

Dissenting Shares. (ai) Notwithstanding anything in this Agreement to the contrary, with respect to each any share of Company Class A Common Stock that is issued and outstanding immediately prior to the Effective Time and which is held by a holder who: (a) is entitled to demand and who neither voted has made written demand upon the Company for the purchase of such shares and payment in favor cash of adoption the “fair market value” thereof in the manner prescribed by Chapter 13 of this Agreement the CGCL (the “Demand Notice”); and (b) has perfected such holder’s rights in accordance with Chapter 13 of the CGCL, shall be deemed a “Dissenting Share.” (ii) If the number of Dissenting Shares as of the Effective Time equals or consented thereto in writing with respect exceeds five percent (5%) of the total number of shares Company Common Stock issued and outstanding as of the Effective Time (the “Dissenting Threshold”), then no holder of any Dissenting Shares shall be entitled to such share and for which payment of the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal Merger Consideration in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a “Dissenting Share”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by Section 262 of the DGCLShares, and at the Effective Time, Time all such Dissenting Shares shall no longer be outstanding and shall be automatically be cancelled and shall cease to existexist and, and except as otherwise provided by applicable Law, each holder of any such holder Dissenting Shares shall cease to have any rights with respect thereto, except to the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under other than such rights as are granted by Chapter 13 of the circumstances permitted by and in accordance with CGCL. (iii) Notwithstanding anything to the DGCLcontrary herein, affirmatively and effectively if a holder of any Dissenting Shares shall fail to perfect or otherwise waives, withdraws or loses (through failure to perfect such holder’s rights under Chapter 13 of the CGCL or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine determines that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 under Chapter 13 of the DGCLCGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of then any such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into at the Effective Time into, and to shall have become, as of the Effective Time, the right to receivereceive the Merger Consideration as set forth in Section 3.1(a)(i) of this Agreement, without any interest thereon, the Public Merger Consideration. (biv) If the Dissenting Threshold is not met, any share that had previously been a Dissenting Share shall no longer be regarded as such and any such shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as set forth in Section 3.1(a)(i) of this Agreement, without any interest thereon. (v) The Company shall give Parent (iA) prompt notice of all demands for appraisal any Demand Notice received by the Company, withdrawals of such demands, thereof and any other instruments served pursuant to Section 262 Chapter 13 of the DGCL CGCL and received by the Company in connection with the Mergers Company, and (iiB) the reasonable opportunity to participate in direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law the exercise of Delaware in respect any rights of the holder of Dissenting SharesShares under Chapter 13 of the CGCL. The Company shall not, except with the prior written consent of ParentParent or as otherwise required by applicable Law, voluntarily make any payment with respect to any demands for appraisal, or settle such exercise of any such rights of the holder of Dissenting Shares under Chapter 13 of the CGCL or offer to settle or settle any demands for paymentsuch rights. The parties hereto agree that they will not, in respect and this Agreement does not, confer or seek to confer upon any holder of Dissenting Shares. Any portion Company Common Stock any dissenters rights or appraisal rights greater than those provided by Chapter 13 of the Public Merger Consideration made available CGCL or otherwise expand or seek to expand the Paying Agent pursuant to Section 3.03 to pay for shares rights provided by Chapter 13 of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandthe CGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and held by a holder who neither voted did not vote in favor of adoption of this Agreement the Merger (or consented consent thereto in writing with respect writing) and is entitled to such share demand and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demands appraisal in respect of such shares Shares (“Dissenting Shares”) pursuant to, and who complies in accordance with all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a the “Dissenting ShareAppraisal Rights”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof ) shall be entitled to such rights as are granted by Section 262 payment of the DGCL, and fair value of such Dissenting Shares in accordance with the Appraisal Rights (it being understood that at the Effective Time, such Dissenting Shares shall no longer be outstanding and outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except thereto other than the right to receive the appraised value of such Dissenting Shares to the extent afforded by the Appraisal Rights); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCLAppraisal Rights, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) then the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner to be paid the fair value of such holder’s Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock cease and such shares of Company Class A Common Stock Dissenting Shares shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective TimeTime into, and to have become exchangeable solely for the right to receive, without interest thereon, the Public Merger Consideration. (b) The Company shall give Parent (i) prompt notice to Purchaser of all any demands for appraisal received by the CompanyCompany for appraisal of any Shares, of any withdrawals of such demands, demands and of any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal, and Purchaser shall have the right to participate in and control all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Purchaser, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing. (c) Notwithstanding anything to the contrary contained herein, each of Parent, Purchaser and the Company acknowledges and agrees that in any appraisal proceeding under Section 262 of the DGCL received with respect to Dissenting Shares and to the fullest extent permitted by applicable Law, neither Parent nor the Surviving Corporation shall assert that the Top-Up Option, the Top-Up Option Shares or any cash or Promissory Note delivered by Purchaser to the Company as payment for any Top-Up Option Shares should be considered in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any demands for payment, in respect of Dissenting Shares. Any portion determination of the Public Merger Consideration made available to fair value of the Paying Agent pursuant to Dissenting Shares in accordance with Section 3.03 to pay for shares 262(h) of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandthe DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares outstanding immediately prior to each share of Company Class A Common Stock held the Effective Time and owned by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect is entitled to such share demand and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demanded appraisal in respect of for such shares Shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such shareShares, a “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the Per Share Merger Consideration, and shall instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief extent provided by Section 262 of the DGCL. At the Effective Time, (a) all Dissenting Shares shall be cancelled, extinguished and cease to exist and (b) the holders of Dissenting Shares shall be entitled only to such holder(s) rights as may be granted to them under the DGCL. If any such holder fails to perfect or Beneficial Owner(s) (as the case may be) shall forfeit the otherwise waives, withdraws or loses such holder’s right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such shares holder to be paid the fair value of Company Class A Common Stock such Dissenting Shares shall cease and such shares of Company Class A Common Stock Dissenting Shares shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomeconverted, as of the Effective Time, into and shall be exchangeable solely for the right to receivereceive the Per Share Merger Consideration, without interest thereon, the Public Merger Consideration. (b) and subject to any withholding of Taxes required by applicable Law in accordance with Section 1.8(g). The Company shall give Parent (i) prompt notice (and in any event within one Business Day) of all any demands for appraisal received by the CompanyCompany for appraisal of Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and received by the Company in connection with relating to rights to be paid the Mergers fair value of Dissenting Shares, and (ii) Parent shall have the reasonable opportunity right to participate in and direct all negotiations and Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Prior to the Effective Time (unless required by applicable Law), the Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands or waive any failure to timely deliver a written demand for appraisal, or settle agree or offer commit to settle do any demands for payment, in respect of Dissenting Sharesthe foregoing. Any portion of the Public aggregate Per Share Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights Shares that have been perfected become Dissenting Shares shall be returned to Parent upon demand.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Company Shares that are outstanding immediately prior to each share of Company Class A Common Stock the First Effective Time and that are held by a holder any Person who neither voted in favor of adoption of this Agreement or consented thereto in writing is entitled to demand and properly demands dissenters’ rights with respect to such share shares (“Dissenting Shares”) pursuant to, and for which the holder or Beneficial Owner has properly who complies in all respects with, Sections 471 and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 473 of the DGCL MBCA (“Sections 471 and has not effectively withdrawn or lost its rights to appraisal (each such share, a “Dissenting Share473”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such as provided in Section 2.05, but rather the holders and Beneficial Owner thereof of Dissenting Shares shall be entitled to such rights as are granted payment by Section 262 the Surviving Company 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 right to receive the “fair value value” of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCLSections 471 and 473; provided, however, that (i) if any such holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure shall fail to perfect or otherwise) the right otherwise shall waive, withdraw or lose dissenters’ rights pursuant to dissent (or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCLreceive fair value pursuant to) Sections 471 and 473, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit then the right to appraisal of such shares holder to be paid the fair value of Company Class A Common Stock such holder’s Dissenting Shares shall cease and such shares of Company Class A Common Stock Dissenting Shares shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into as of the First Effective Time into, and to have become, as of the Effective Timebecome exchangeable solely for, the right to receive, without interest thereon, the Public Merger Consideration. (b) Consideration as provided in Section 2.05. The Company shall give Parent (i) provide prompt notice to Parent of all any demands for appraisal received by the CompanyCompany for dissenters’ rights with respect to any Company Shares, written notices of intent to demand, written withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL Sections 471 and 473 received by the Company in connection with and any other documents related thereto received from any Person purporting to seek to exercise dissenters’ rights. Parent shall have the Mergers and (ii) the reasonable opportunity right to participate in and direct all negotiations and Proceedings with respect to demands for appraisal under Applicable Law such demands. Prior to the First Effective Time, the Company shall not, without the prior written consent of Delaware in Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of Dissenting Sharesthe foregoing. The Company Prior to the First Effective Time, Parent shall not, except with the prior written consent of Parentthe Company, voluntarily require the Company to make any payment with respect to any demands for appraisal, or settle or offer to settle or settle any such demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available if such settlement would involve payment prior to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall Closing or would otherwise not be returned to Parent contingent upon demandthe Closing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement Section 3.1(b), to the contrary, with respect to each share of Company Class A Common Stock held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights extent that holders thereof are entitled to appraisal (each such share, a “Dissenting Share”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by under Section 262 of the DGCL, shares of Company Common Stock issued and at outstanding immediately prior to the Effective Time, such Time and held by a holder who has properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL (the “Dissenting Shares Shares”) shall no longer not 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 converted into the right to receive the fair value Merger Consideration, but the holders of such Dissenting Shares in accordance with the provisions of shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, however, that (i) if any such holder shall have failed to perfect or Beneficial Owner of Dissenting Shares, shall have effectively withdrawn or lost his or her right to appraisal and payment under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such holder’s shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, and such shares shall not be deemed to be Dissenting Shares. Any payments required to be made with respect to the Public Dissenting Shares shall be made by Parent (and not the Company or Acquisition Sub), and the Total Common Merger Consideration. (b) Consideration shall be reduced, on a dollar for dollar basis, as if the holder of such Dissenting Shares had not been a stockholder on the Merger Closing Date. Any portion of the Total Common Merger Consideration made available to the Paying Agent pursuant to Section 3.2 to pay for Dissenting Shares will be returned to Parent upon demand. The Company shall give Parent (ia) prompt notice of all any written demands for appraisal received by or payment of the Company, fair value of any shares of Company Common Stock or withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with the Mergers demands and (iib) the reasonable opportunity to participate in and direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law Section 262 of Delaware in respect of Dissenting Sharesthe DGCL. The Prior to the Effective Time, the Company shall will not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any demands for paymentsuch demands, in respect of Dissenting Shares. Any portion or agree to do any of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandforegoing.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, with respect to each share shares of Company Class A Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder stockholders who neither have not voted in favor of the adoption of this Agreement and approval of the Merger or consented thereto in writing with respect and who have properly exercised their right to such share and for which dissent from the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares Merger in accordance with, and shall have complied with all other applicable requirements of, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a the “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the fair value Merger Consideration at or after the Effective Time, but instead shall become the right to receive such consideration as may be determined to be due to the holder of such Dissenting Shares in accordance with the provisions of Section 262 of pursuant to the DGCL, less any required withholding taxes; provided, however, that (i) if any Dissenting Shares held by a holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure who shall have failed to perfect or otherwise) the shall have effectively withdrawn or lost its right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by and payment under Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock DGCL shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receivereceive the Merger Consideration, without interest thereon, the Public Merger Consideration. (b) The Company shall give Parent (i) prompt notice of all demands for appraisal received by the Company, withdrawals of such demandsthereon and less any required withholding taxes, and any other instruments served shall no longer be considered Dissenting Shares. Any holder of Dissenting Shares who becomes entitled to payment for such holder’s Company Common Stock pursuant to Section 262 of the DGCL shall receive payment therefor only from the Surviving Corporation. The Company shall give the Purchaser prompt notice of any demands received by the Company in connection with for appraisal of shares, and the Mergers and (ii) Purchaser shall have the reasonable opportunity right to participate in all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Company shall not, except Except with the prior written consent of Parentthe Purchaser or as may otherwise be required by applicable law, voluntarily the Company shall not make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandsuch demands.

Dissenting Shares. (a) Notwithstanding anything in For purposes of this Agreement to the contraryAgreement, with respect to each share “Dissenting Shares” means shares of Company Class A Common Stock or Company Preferred Stock held as of the Effective Time by a holder Company Stockholder who neither has not voted such Company Stock in favor of the adoption of this Agreement or consented thereto in writing and the Merger and with respect to such share which appraisal shall have been duly demanded and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL Delaware Act and has not effectively withdrawn or lost its rights forfeited prior to appraisal (each such share, a “Dissenting Share”), if any, such the Effective Time. Dissenting Shares shall not be converted into or represent a the right to receive any portion shares of Parent Common Stock unless such Company Stockholder’s right to appraisal shall have ceased in accordance with the Delaware Act. If such Company Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then (i) as of the Public Merger Consideration and occurrence of such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by Section 262 of the DGCL, and at the Effective Timeevent, such holder’s Dissenting Shares shall no longer cease to be outstanding Dissenting Shares and shall automatically be cancelled converted into and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except represent the right to receive the fair value Merger Shares issuable in respect of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; providedCompany Common Stock or Company Preferred Stock, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be, pursuant to Section 1.5(a), and (ii) shall forfeit promptly following the right to appraisal occurrence of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Sharesevent and, and each such share of Company Class A Common Stock shall, to the fullest extent permitted if requested by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective TimeParent, the right to receive, without interest thereonproper surrender of such person’s Company Stock Certificate, the Public Parent shall deliver to such Company Stockholder a certificate representing the Merger ConsiderationShares to which such holder is entitled pursuant to Section 1.5(a). (b) The Company shall give the Parent (i) prompt notice of all any written demands for appraisal received by the Companyof any Company Stock, withdrawals of such demands, and any other instruments served pursuant that relate to Section 262 of the DGCL such demands received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting SharesCompany. The Company shall not, except with the prior written consent of Parentthe Parent (which such consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any demands for appraisal, or settle appraisal of Company Stock or offer to settle or settle any such demands for payment, in respect of Dissenting Shares. Any portion unless required by a court of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares State of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandDelaware having jurisdiction thereof.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the Cayman Companies Law, with respect Shares that are outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and that are held by a holder shareholders who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share shall have validly exercised and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its their rights to appraisal dissent from the Merger in accordance with Section 238 of the Cayman Companies Law (each such sharecollectively, a the “Dissenting ShareShares”), if any, such ; holders of Dissenting Shares being referred to as “Dissenting Shareholders”) shall be cancelled and the Dissenting Shareholders shall not be converted into or represent a right entitled to receive any portion of the Public Per Share Merger Consideration and such holders and Beneficial Owner thereof shall instead be entitled to such rights as are granted by Section 262 receive only the payment 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 right to receive the fair value of such Dissenting Shares held by them determined in accordance with the provisions of Section 262 238 of the DGCL; providedCayman Companies Law, however, except that all shares held by Dissenting Shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to dissent from the Merger under Section 238 of the Cayman Companies Law shall thereupon (i) if any holder or Beneficial Owner of not be deemed to be Dissenting Shares, under the circumstances permitted by Shares and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock be and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been cancelled and converted into and to have becomeinto, as of the Effective Time, the right to receivereceive the Per Share Merger Consideration, without any interest thereon, in the Public Merger Considerationmanner provided in ‎Section 2.02(a). (b) The Company shall give Parent (i) prompt notice of all any demands for appraisal received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL Applicable Law and received by the Company in connection with relating to its shareholders’ rights to dissent from the Mergers Merger and (ii) the reasonable opportunity to participate in direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharesthe Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle appraisal or offer to settle or settle any such demands for payment, in respect or approve any withdrawal of Dissenting Shares. Any portion any such demands. (c) In the event that any written notices of objection to the Merger are served by any shareholders of the Public Merger Consideration made available to the Paying Agent Company pursuant to Section 3.03 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 pay for shares section 238(4) of the Cayman Companies Law within five days of obtaining the Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandShareholder Approval at the Company Shareholder Meeting.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and held by a holder who neither voted did not vote in favor of adoption of this Agreement the Merger (or consented consent thereto in writing with respect writing) and is entitled to such share demand and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demands appraisal in respect of such shares Shares (“Dissenting Shares”) pursuant to, and who complies in accordance with all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a the “Dissenting ShareAppraisal Rights”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof ) shall be entitled to such rights as are granted by Section 262 payment of the DGCL, and fair value of such Dissenting Shares in accordance with the Appraisal Rights (it being understood that at the Effective Time, such Dissenting Shares shall no longer be outstanding and outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except thereto other than the right to receive the appraised value of such Dissenting Shares to the extent afforded by the Appraisal Rights); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCLAppraisal Rights, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) then the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner to be paid the fair value of such holder’s Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock cease and such shares of Company Class A Common Stock Dissenting Shares shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective TimeTime into, and to have become exchangeable solely for the right to receive, without interest thereon, the Public Merger Consideration. (b) The Company shall give Parent (i) prompt notice to Purchaser of all any demands for appraisal received by the CompanyCompany for appraisal of any Shares, of any withdrawals of such demands, demands and of any other instruments served pursuant to Section 262 of the DGCL and received by the Company in connection with relating to Appraisal Rights, and Purchaser shall have the Mergers and (ii) the reasonable opportunity right to participate in and control all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentPurchaser, voluntarily make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or compromise, any demands for paymentsuch demand, in respect of Dissenting Shares. Any portion or agree to do any of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandforegoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each Each share of Company Class A Common Stock which is issued and outstanding immediately prior to the Effective Time and which is held by a holder who neither has not voted such share in favor of adoption the Merger, who shall have delivered a written demand for appraisal of this Agreement or consented thereto in writing with respect to such share in the manner provided by Delaware Law and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 who, as of the DGCL and has Effective Time, shall not have effectively withdrawn or lost its rights such right to appraisal (each such share, a “Dissenting Share”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such Consideration. The holders and Beneficial Owner thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL, and at the Effective Time, such Delaware Law (“Section 262”). Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 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 receive payment therefor from the right to receive the fair value of such Dissenting Shares Surviving Corporation in accordance with the provisions of Section 262 of the DGCLDelaware Law; provided, however, that (i) if any such holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails shall have failed to establish his, his or her or its entitlement to appraisal rights as provided in the DGCL Section 262, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his or her demand for appraisal of such shares or lost his or her right to appraisal and payment for shares under Section 262 or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a court petition demanding a determination of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief value of all Dissenting Shares within the time provided by in Section 262 of the DGCLDelaware Law, such holder(s) or Beneficial Owner(s) (as the case may be) holder shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter shall be deemed to have treated as if it had been converted into and to have becomeconverted, as of the Effective Time, the into a right to receivereceive the Merger Consideration, without interest thereon, from the Public Merger Consideration. (b) Surviving Corporation. The Company shall give Parent (i) prompt written notice of all any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with for appraisal of shares of Company Common Stock, and Parent shall have the Mergers and (ii) the reasonable opportunity right to participate in all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any demands for payment, in respect of Dissenting Sharessuch demands. Any portion communication to be made by the Company to any holder of the Public Merger Consideration made available Company Common Stock with respect to such demands shall be submitted to Parent in advance and shall not be presented to any holder of Company Common Stock prior to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for receiving Parent’s consent, which appraisal rights have been perfected shall not be returned to Parent upon demandunreasonably delayed or withheld.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, but only to the contraryextent required by the DGCL, with respect to each share shares of Company Class A Common Capital Stock held by a holder who neither voted did not vote in favor of adoption of this Agreement the Merger or consented consent thereto in writing with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights execute an enforceable waiver of appraisal in respect rights to the extent permitted by applicable Legal Requirement and who is entitled to demand and has made a proper demand for appraisal of such shares of Company Capital Stock in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights (such shares of Company Capital Stock being referred to appraisal (each such share, a collectively as the “Dissenting ShareShares”), if any, such Dissenting Shares ) shall not be converted into or represent a the right to receive any portion of the Public applicable Merger Consideration and such holders and Beneficial Owner thereof in accordance with Section 2.02, but shall be entitled only to such rights as are granted by Section 262 the DGCL to a holder of the DGCL, and at Dissenting Shares. At the Effective Time, such all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and such each holder of Dissenting Shares 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. Notwithstanding the foregoing, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses Shares shall lose their status as such (through failure to perfect perfect, withdrawal or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomethen, as of the later of the Effective TimeTime or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receivereceive the applicable Merger Consideration and Additional Merger Consideration, without interest thereon, promptly following the Public Merger Consideration. (b) surrender of the certificate or certificates representing such shares of Company Capital Stock. The Company shall give Parent (i) prompt notice of all demands for appraisal any written demand received by the Company, 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 received by the Company in connection prior to the Effective Time that relate to any such demand for payment. The Company shall not make any payment or settlement offer prior to the Effective Time with respect to any such demand without the Mergers prior written consent of Parent and (ii) shall give Parent the reasonable opportunity to participate in all Proceedings negotiations and proceedings that take place prior to the Effective Time with respect to demands for appraisal payment under Applicable Law of Delaware in respect of Dissenting Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandDGCL.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, with respect to each share shares of Company Class A Common Stock that are outstanding immediately prior to the Effective Time and which are held by a holder stockholders who neither shall have not voted in favor of adoption of this Agreement the Merger or consented thereto in writing with respect to such share and who properly shall have demanded payment of the fair value for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such sharecollectively, a the “Dissenting ShareDissenters’ Shares”), if any, such Dissenting Shares ) shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the Common Stock Merger Consideration. Such stockholders instead shall be entitled to receive payment of the fair value of such Dissenting Shares shares held by them in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure except that all Dissenters’ Shares held by stockholders who shall have failed to perfect or otherwise) the right to dissent who effectively shall have withdrawn or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal otherwise lost their rights as provided in dissenting stockholders under the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomebecome exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Public Common Stock Merger Consideration. (bConsideration upon surrender in the manner provided in Section 2.4 of the certificate(s) that, immediately prior to the Effective Time, evidenced such shares. The Company shall give Parent Acquiror: (ia) prompt notice of all any written demands for appraisal received by the Companypayment of fair value of any shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and received by the Company in connection with the Mergers relating to stockholders’ dissenters’ rights; and (iib) the reasonable opportunity to participate in all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law the DGCL consistent with the obligations of Delaware in respect of Dissenting Sharesthe Company thereunder. The Company shall not, except with the prior written consent of ParentAcquiror (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), (i) make any payment with respect to any demands for appraisalsuch demand, or settle or (ii) offer to settle or settle any demands demand for payment, payment of fair value or (iii) waive any failure to timely deliver a written demand for payment of fair value or timely take any other action to perfect payment of fair value rights in respect of Dissenting Shares. Any portion of accordance with the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandDGCL.

Dissenting Shares. (a) Notwithstanding anything to the contrary in this Agreement Agreement, shares of Chancellor 7% Convertible Preferred Stock and Chancellor $3.00 Convertible Preferred Stock outstanding immediately prior to the contrary, with respect to each share of Company Class A Common Stock Effective Time and held by a holder who neither has not voted in favor of adoption of this Agreement the Merger or consented thereto and who properly demands in writing with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares of Chancellor 7% Convertible Preferred Stock or Chancellor $3.00 Convertible Preferred Stock, as the case may be, in accordance with Section 262 of the DGCL Delaware Code and has who shall not effectively have withdrawn such demand or lost its rights to otherwise have forfeited appraisal (each such sharerights, a “Dissenting Share”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by 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 right to receive the fair Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such Dissenting Shares shares of Chancellor 7% Convertible Preferred Stock or Chancellor $3.00 Convertible Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the DGCL; providedDelaware Code, however, except that (i) if any holder or Beneficial Owner of all Dissenting Shares, under the circumstances permitted Shares held by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure stockholders who shall have failed to perfect or otherwise) the right to dissent who effectively shall have withdrawn or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal lost their rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock securities under Section 262 shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have becomeinto, as of the Effective Time, the right to receive, without any interest thereon, the Public Merger Consideration. (b) The Company shall give Parent (i) prompt notice of all demands for appraisal received by , upon surrender in the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 manner provided in this Article I of the DGCL received certificate or certificates that formerly represented such securities. Chancellor shall take all actions required to be taken by it in accordance with Section 262(d) of the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings Delaware Code with respect to demands for appraisal under Applicable Law the holders of Delaware in respect of Dissenting Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Chancellor 7% Convertible Preferred Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.and Chancellor $3.00

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each share of Company Class A Common Stock held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect Share, if any, as to such share and for which the holder or Beneficial Owner has thereof shall have (i) properly and validly perfected its statutory rights complied with the provisions of appraisal in respect of such shares in accordance with Section 262 of the DGCL as to appraisal rights and has (ii) not effectively withdrawn or lost its such holder’s rights to appraisal (each such shareeach, a “Dissenting Share”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof holder shall be entitled to such rights as are granted by Section 262 payment, solely from the Surviving Corporation, 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 right to receive the fair value of such the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL and Dissenting Shares shall be treated in accordance with Section 262 of the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, Shares (x) under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal rights in respect of such Dissenting Shares, (iiy) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its such holder’s entitlement to appraisal rights as provided in the DGCL or (iiiz) if a court takes or fails to take any action the consequence of competent jurisdiction shall determine which is that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of payment for such holder’s Dissenting Shares under the DGCL, then in each such holder(s) case, such holder or Beneficial Owner(s) holders (as the case may be) shall forfeit the right to appraisal rights in respect of such shares of Company Class A Common Stock Dissenting Shares and such shares of Company Class A Common Stock Shares shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock Share shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Public Merger Consideration. (b) The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisal of Shares and the opportunity to direct all negotiations and proceedings with respect to such demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to under Section 262 of the DGCL received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting SharesDGCL. The Company shall not, except with the prior written consent of Parent, (i) voluntarily make any payment with respect to any demands for appraisalappraisal for Dissenting Shares, or settle or (ii) offer to settle any demands such demands, (iii) waive any failure to timely deliver a written demand for payment, appraisal in respect of Dissenting Shares. Any portion accordance with the DGCL or (iv) agree to do any of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandforegoing.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, with respect Company Common Shares issued and outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and held by a holder who neither has not voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner who has properly and validly perfected its statutory exercised appraisal rights of appraisal in respect of such shares Company Common Shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights (such Company Common Shares being referred to appraisal (each such share, a collectively as the “Dissenting Share”), if any, Shares” until such Dissenting Shares time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Company Common Shares) shall not be converted into or represent a right to receive any a portion of the Public Merger Consideration and such holders and Beneficial Owner thereof Consideration, but shall be entitled canceled and shall cease to exist and shall instead represent the right only to such rights as are granted by 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 right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any if, after the Effective Time, such holder or Beneficial Owner of Dissenting Sharesfails to perfect, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the such holder’s right to dissent or its right for appraisal pursuant to Section 262 of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (Company Common Shares shall be treated as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have if they had been converted into and to have become, as of the Effective Time, Time into the right to receivereceive the applicable portion of the Merger Consideration, if any, to which such holder is entitled pursuant to Section 2.8, without interest thereon, the Public Merger Consideration. (b) . The Company shall give Parent (i) provide Buyer prompt written notice of all any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with for appraisal of Company Common Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Mergers Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and (ii) Buyer shall have the reasonable opportunity and right to participate in direct all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Company shall not, except Except with the prior written consent of ParentBuyer, voluntarily the Company shall not make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demandsuch demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, with respect Shares outstanding immediately prior to each share of Company Class A Common Stock the Effective Time and held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect is entitled to such share demand and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of demands appraisal in respect of such shares Shares (“Dissenting Shares”) pursuant to, and who complies in accordance with all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a the “Dissenting ShareAppraisal Rights”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof ) shall be entitled to such rights as are granted by Section 262 payment of the DGCL, fair value of such Dissenting Shares in accordance with the Appraisal Rights (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 of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that (i) if any such holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure shall fail to perfect or otherwise) otherwise shall waive, withdraw or lose the right to dissent or its under the Appraisal Rights, then the right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner to be paid the fair value of such holder’s Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock cease and such shares of Company Class A Common Stock Dissenting Shares shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective TimeTime into, and to have become exchangeable solely for the right to receive, without interest thereon, receive the Public Merger Consideration. (b) The Company shall give Parent (i) serve prompt notice to Purchaser of all any demands for appraisal received by the Company, or withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL demands received by the Company in connection with for dissenter’s rights of any Shares, and Purchaser shall have the Mergers and (ii) the reasonable opportunity right to participate in all Proceedings negotiations and proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Sharessuch demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentPurchaser, voluntarily make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or compromise, any demands for paymentsuch demand, in respect or agree to do any of Dissenting Sharesthe foregoing. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 2.2(a) to pay for shares of Company Class A Common Stock the Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.