Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of 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receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL.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 Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration, without interest, and subject to deduction for any required withholding Tax.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 demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior with respect to the Effective Time and which are each share of Company Class A Common Stock held by stockholders 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 exercising and validly perfected its statutory rights of appraisal rights available under Section 262 in respect of 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 Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and shares in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have DGCL and has not effectively withdrawn or lost its rights to appraisal (each such right to appraisalshare, a “Dissenting Share”), if any, such holder’s Dissenting Shares shall thereupon not be converted into or represent a right to receive any portion of the Public Merger Consideration and become exchangeable only 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, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredwithout interest thereon, the Public Merger Consideration, without interest, and subject to deduction for any required withholding Tax. . (b) The Company shall give Parent and Merger Sub (i) prompt written notice of any all demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands demands, and any other instruments served pursuant to Section 262 of the DGCL and received by the Company relating to rights to be paid in connection with the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, Mergers and (ii) the reasonable opportunity to participate in negotiations and proceedings all Proceedings with respect to demands for appraisal under the DGCLApplicable Law of Delaware in respect of Dissenting Shares. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyappraisal, or settle or offer to settle or settle any such demandsdemands 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 provision of this Agreement to the contrary, Shares shares of Nova Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders who shall have not voted in favor of the Merger and who shall have demanded properly exercising in writing appraisal rights available under for such shares of Nova Common Stock in accordance with Section 262 of the DGCL Delaware Law (collectively, the “Dissenting Shares”) shall not be converted into into, or be exchangeable for represent the right to receive receive, the portion of the Merger ConsiderationConsideration payable for such shares of Nova Common Stock. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Nova Common Stock held by them in accordance with the provisions of such Section 262, unless and until such holders except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such shares of Nova Common Stock under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with such Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be deemed to have been converted into into, and to have become exchangeable only for the right to receivefor, as of the later Effective Time, the right to receive the portion of the Effective Time and Merger Consideration payable for such shares of Nova Common Stock, without any interest thereon, upon surrender, in the time manner provided in Section 1.8, of the certificate or certificates that formerly evidenced such right to appraisal shall have been irrevocably shares of Nova Common Stock (or in the case of a lost, withdrawn stolen or expireddestroyed certificate, the Merger Consideration, without interestupon delivery of an affidavit, and subject to deduction for any required withholding Tax. The Company bond, if required, in the manner provided in Section 1.10). (b) Nova shall give Parent and Merger Sub Saturn (i) prompt written notice of any demands for appraisal of any Sharesreceived by Nova, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, Nova and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware Law. The Company Nova shall not, except with the prior written consent of Parent Saturn (which will consent shall not be unreasonably withheld or delayed), voluntarily make or agree to except as may be required by Delaware Law, make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarycontrary (but subject to the provisions of this Section 2.3), Company Shares that are issued and outstanding immediately prior to the Effective Time (other than Company Shares cancelled in accordance with Section 2.1(b)) and which are held by stockholders a holder who did not vote in favor of the adoption of this Agreement, and who is entitled to demand and has properly exercising demanded appraisal rights available under for such Company Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Company Shares, the “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and 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 appraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the Dissenting Stockholder Consideration in respect of such Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted, as of the Effective Time, into and shall be exchangeable solely 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 Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for 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 Per Share Merger Consideration, without interest, interest and subject to deduction for any withholding of Taxes required withholding Taxby applicable Law in accordance with this Article 2 and shall not thereafter be deemed to be Dissenting Shares. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands received by the Company for appraisal of any Company Shares, attempted withdrawals any waiver or withdrawal of any such demands demand, and any other demands, notices or instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Stockholder Consideration for such Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) Parent shall have the opportunity and right to participate in and control all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld Parent, make any payment with respect to, or delayedsettle or compromise, voluntarily make any such demands, or approve any withdrawal of any such demands, or agree to make do any material payment with respect to any demands for appraisals of capital stock of the Companyforegoing, offer except to settle or settle any such demandsthe extent required by applicable Law.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who is entitled to demand and properly exercising demands appraisal rights available under for such Shares in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall will not be converted into or be exchangeable for the a right to receive the Merger ConsiderationConsideration as provided in Section 3.1(a), unless but instead, at the Effective Time, Dissenting Shares will no longer be outstanding and until such will automatically be cancelled and cease to exist, and the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled will cease to have any rights with respect thereto except the right to payment of the appraised fair value of the such Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If ; provided that if any such holder shall have failed fails to perfect perfect, or shall have effectively withdrawn otherwise waives, withdraws or lost such loses his, her or its right to appraisalappraisal under Section 262 of the DGCL with respect to such Dissenting Shares or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder’s holder to be paid the fair value of his, her or its Dissenting Shares shall thereupon will cease, and such Dissenting Shares will be deemed to have been converted into into, and to have become exchangeable only solely for the right to receive, the Merger Consideration 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 interest, and subject to deduction for any required withholding Tax. as provided in Section 3.1(a). (b) The Company shall give provide Parent and Merger Sub (i) with prompt written notice of any written demands for appraisal (including copies of any Sharessuch written demands), attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company from holders of Shares relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLappraisal, and (ii) Parent shall have the opportunity and right to participate in direct the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. The Company shall not, except Except with the prior written consent of Parent which will Parent, the Company shall not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal or settle or offer to settle or settle any such demandsdemands for appraisal.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who shall not have voted to adopt this Agreement and who properly exercising demand appraisal rights available under for such Shares in accordance with Section 262 of the DGCL Corporation Law (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until but shall be converted into the right to receive such consideration as may be determined to be due to holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled pursuant to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any Corporation Law, unless such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such otherwise loses his rights to appraisal. If, after the Effective Time, a holder of Dissenting Shares fails to perfect or withdraws or loses his right to appraisal, such holder’s Dissenting Shares shall thereupon be converted deemed to have been converted, at the Effective Time, into and become exchangeable only for 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, receive the Merger Consideration, without interest, and subject to deduction for any required withholding Taxinterest thereon. The Company shall give Parent and Merger Sub (ia) prompt written notice (but in any event within forty-eight (48) hours) of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL Corporation Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, Corporation Law and (iib) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLCorporation Law. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsdemands or approve any withdrawal of any such demands except to the extent required by applicable law.

Dissenting Shares. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, Shares that are no shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and in respect of which are held by stockholders properly exercising appraisal rights available under Section 262 of 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 Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and been perfected in accordance with Section 262 of the DGCL. If any such holder DGCL in connection with the Merger (collectively, “Dissenting Shares”) shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for a right to receive that portion of the Merger Consideration otherwise payable to the holder of such Dissenting Shares as provided in Section 2.1(a), but shall instead be converted into the right to receivereceive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL. Each holder of Dissenting Shares who, as pursuant to the provisions of the later DGCL, becomes entitled to payment of the Effective Time and fair value of such shares shall receive payment therefor in accordance with the time that such right to appraisal DGCL (but only after the value therefor shall have been irrevocably lostagreed 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 otherwise lose their status as Dissenting Shares, withdrawn or expired, then any such shares shall be converted into the right to receive the Merger ConsiderationConsideration issuable pursuant to Section 2.1(a) in respect of such shares as if such shares had never been Dissenting Shares, without interest, in accordance with and subject to deduction for any required withholding Taxfollowing the satisfaction of the applicable requirements and conditions set forth in Section 2.2. The Company shall give Parent prompt notice (and Merger Sub in no event more than two Business Days) of (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and demand received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 of the DGCL, Company Common Stock (and (ii) shall give Parent the opportunity to participate in all negotiations and proceedings with respect to demands for any such demand) or (ii) any notice of exercise by any holder of Company Common Stock of appraisal under rights in accordance with the DGCL. The Company shall notagrees that, except with the Parent’s prior written consent of Parent (which will shall not be unreasonably withheld withheld, delayed or delayedconditioned), it shall not voluntarily make any payment or agree offer to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demandsdemand for appraisal or exercise of appraisal rights.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior with respect to each share of Company Common Stock as to which the Effective Time and which are held by stockholders holder thereof shall have properly exercising appraisal rights available under complied with the provisions of Section 262 of the DGCL as to appraisal rights (the each, a “Dissenting SharesShare”) shall ), if any, such share will not be converted into into, or be exchangeable for represent the right to receive 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 Dissenting Shares Such holder shall be entitled to payment payment, solely from the Surviving Corporation, of the appraised appraisal value of the Dissenting Shares held by them to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL. If ; provided, however, that (i) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively withdraws his demand for appraisal of such Dissenting Shares 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 of Dissenting Shares fails to establish his entitlement to appraisal rights as provided in 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 is not entitled to payment for his shares under the DGCL, such holder or holders (as the case may be) shall have failed to perfect or shall have effectively withdrawn or lost such forfeit the right to appraisalappraisal of such shares of Company Common Stock, and such holder’s Shares shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Common Stock shall thereafter be deemed to have been converted into and become exchangeable only for 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 expiredwithout interest thereon, the Merger 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 demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 shares of the DGCLCompany Common Stock, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch 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 which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsParent.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time which are not voted in favor of or consented to the Merger and which are held by stockholders a Person or Persons who have properly exercising appraisal demanded and perfected their rights available under to be paid the fair value of such Shares in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger ConsiderationConsideration therefor, unless and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled with respect to payment of the appraised value of the Dissenting such Shares held to only such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If ; provided, however, that if any such holder shall have failed fail to perfect or shall have effectively withdrawn waive, withdraw or lost such right to appraisal, lose such holder’s rights under Section 262 of the DGCL with respect to such Shares, such Shares shall thereupon be converted deemed to have been converted, at the Effective Time, into and become exchangeable only for the right to receive, as of receive the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Per Share Aggregate Merger Consideration, as set forth in Section 2.1 of this Agreement, without interestany interest thereon, and subject 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 deduction for any required withholding Tax. waive the closing condition set forth in Section 7.2(j). (b) The Company shall give Parent and Merger Sub (i) prompt written notice of any appraisal demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands thereof and any other instruments served pursuant to Section 262 of the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for the exercise of appraisal rights under Section 262 of the DGCL; provided, that upon compliance with the provisions of Section 9.4 with respect to 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 Parent which will not be unreasonably withheld or delayedas otherwise required by applicable law, voluntarily make or agree to make any material payment with respect to any demands for appraisals such exercise of capital stock of the Company, appraisal rights or offer to settle or settle any such demandsrights in respect of any Dissenting Share other than for an amount equal to or less than the Per Share Merger Consideration.

Dissenting Shares. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, Shares that shares of Company Class A Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising who have not voted in favor of the Merger or consented thereto in writing and who have demanded appraisal rights available under with respect thereto in accordance with Section 262 of the DGCL Delaware Statute (the “"Dissenting Shares”") shall not be converted into or be exchangeable for the right to receive the Merger Considerationshares of Parent Common Stock in accordance with Section 2.1(c), unless and until but holders of such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shares shall be entitled to receive payment of the appraised value of such shares in accordance with the provisions of such Section 262, except that any Dissenting Shares held by them a stockholder who shall thereafter withdraw such demand for appraisal of such shares or lose the right to the extent permitted by and appraisal as provided in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be deemed to have been converted into and to have become exchangeable only for the right to receivefor, as of the later of at the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredTime, the Merger Consideration, without interest, and subject to deduction for any required withholding Taxinterest thereon. The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal of any Sharesshares of Company Class A Common Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and Delaware Statute received by the Company relating to stockholders' rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLappraisal, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal appraisals under the DGCLDelaware Statute. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the CompanyCompany Class A Common 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 paid by the Company out of its own funds, and no funds shall be supplied directly or indirectly by Parent for that purpose.

Dissenting Shares. Notwithstanding anything For purposes of this Agreement, “Dissenting Shares” means Seller Common Shares held as of the Effective Time by a stockholder of Seller who has not voted such Seller Common Shares in favor of the approval and adoption of this Agreement and the Merger and with respect to the contrary, Shares that are issued which appraisal shall have been duly demanded and outstanding immediately perfected in accordance with applicable law and not effectively withdrawn or forfeited prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Time. Dissenting Shares”) Shares shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration, unless and until such holders stockholder of Seller shall have failed to perfect forfeited his, her or shall have effectively withdrawn or lost their rights its right to appraisal under the DGCLapplicable law or properly withdrawn, his, her or its demand for appraisal. Holders If such dissenting stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares shall be entitled to payment Shares, then (i) as of the appraised value occurrence of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalevent, such holder’s Dissenting Shares shall thereupon cease to be Dissenting Shares and shall be converted into and become exchangeable only for represent 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, receive the Merger Consideration, without interest, and subject Consideration in respect of such Seller Common Shares pursuant to deduction for any required withholding TaxSection 4.1. The Company Seller shall give Parent and Merger Sub the Buyer (i) prompt written notice of any written demands for appraisal of any Seller Common Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant that relate to the DGCL and such demands received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, Seller and (ii) the opportunity opportunity, prior to the Effective Time to participate in at its own expense, and after the Effective Time, direct all negotiations and proceedings with respect to demands for appraisal under the DGCLapplicable law. The Company Seller shall not, except with the prior written consent of Parent the Buyer (which consent will not be unreasonably withheld or delayedwithheld), voluntarily make or agree to make any material payment with respect to any demands for appraisals appraisal of capital stock of the Company, Seller Common Shares or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and shares of Company Stock outstanding immediately prior to the Effective Time and which are held owned by stockholders a Company Stockholder who is entitled to demand and has properly exercising demanded appraisal rights available under for such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (the such shares, “Dissenting Shares”) ), shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, unless Consideration and until shall instead represent the right to receive payment of the fair value of such holders shall have failed Dissenting Shares in accordance with and to perfect or shall have effectively withdrawn or lost their rights to appraisal under the extent provided by Section 262 of the DGCL. Holders 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 payment of the appraised value of the Dissenting Shares held by them only such rights as may be granted to the extent permitted by and in accordance with Section 262 of him, her or it under the DGCL. If any such holder shall have failed Company Stockholder fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost loses such Company Stockholder’s right to appraisalappraisal under Section 262 of the DGCL or other applicable Legal Requirements, then the right of such holder’s holder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be converted deemed to have been converted, as of the Effective Time, into and become shall be exchangeable only solely for the right to receive, as of receive the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Per Share Merger Consideration, without interest, and subject to deduction for any required withholding Tax. Consideration in accordance with this Article I. The Company shall give Parent BRPA prompt notice (and Merger Sub in any event within two (i2) prompt written notice Business Days) of any demands received by the Company for appraisal of any Sharesshares of Company Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and BRPA shall have the DGCL, and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedBRPA, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) who is entitled to demand and has properly exercising demanded appraisal rights available under for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) shall will not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until will instead represent only the right to receive such holders shall have failed consideration as may be determined to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders be due in respect of such Dissenting Shares shall be entitled pursuant to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost such loses his, her or its right to appraisalappraisal under Section 262 of the DGCL, then the right of such holder’s holder to receive such payment in respect of such Dissenting Shares shall thereupon will cease and such Dissenting Shares will be converted deemed to have been converted, as of the Effective Time, into and become will be exchangeable only solely for the right to receivereceive the Mixed Election Consideration, as of the later of the Effective Time and the time that such right or other amounts payable pursuant to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger ConsiderationSection 2.3, without interest, and subject to deduction for any required withholding Tax. The Company shall will give Parent and Merger Sub (i) prompt written notice of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served submitted pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and Parent will have the DGCL, and (ii) the opportunity right to participate in control all negotiations and proceedings Proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall will not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedin its sole discretion, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 1.02, Shares that which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted such shares in favor of the DGCL (Merger, who shall have delivered a written demand for appraisal of such Shares in the “Dissenting Shares”) manner provided by the Delaware Law and who, as of the Effective Time, 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 Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares appraisal ("Dissenting Shares") shall thereupon not be converted into and become exchangeable only for the a 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, receive the Merger Consideration, without interest, and subject to deduction for any required withholding Tax. The Company holders thereof shall give Parent and Merger Sub be entitled only to such rights as are granted by Section 262 of the Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such Shares pursuant to Section 262 of the Delaware Law shall receive payment therefor from the Surviving Corporation in accordance with the Delaware Law; provided, however, that (i) prompt written notice of if any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares shall have failed to establish his entitlement to appraisal rights as provided in Section 262 of the DGCLDelaware Law, and (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 opportunity Delaware Law or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the Delaware Law, such holder shall forfeit the right to appraisal of such Shares and each such Share shall be treated as if it had been a Non-Electing Share and had been converted, as of the Effective Time, into a right to receive the Merger Consideration, without interest thereon, from the Surviving Corporation as provided in Section 1.02 hereof. The Company shall give MergerSub prompt notice of any demands received by the Company for appraisal of Shares, and MergerSub shall have the right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedMergerSub, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders who are properly exercising demanding appraisal rights available under pursuant to, and who are complying in all respects with, the provisions of Section 262 of the DGCL Corporation Law (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be determined to be due to the holders of Dissenting Shares pursuant to Section 262 of the Corporation Law, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Section 262 of the DGCLCorporation Law. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and treated in accordance with Section 262 of the DGCLCorporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for 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 interest, and subject to deduction for any required withholding Taxinterest thereon. The Company shall give Parent and Merger Sub (ia) prompt written notice of any written demands for appraisal of any SharesShares (or written threats thereof), attempted withdrawals of such demands and any other instruments served pursuant to the DGCL Corporation Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iib) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLCorporation Law. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands, approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights extent available under the BVI Act, if a holder of Shares properly demands in writing, and does not withdraw or lose its dissenters’ rights for such Shares in accordance with Section 262 179 of the DGCL BVI Act (the “Dissenting Shares”) shall and otherwise complies with all provisions of 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 after the Effective Time, any right to receive the Merger Consideration in respect of such Dissenting Shares will immediately and automatically convert into the right to receive the Dissenter Consideration. For the avoidance of doubt, from and after the Effective Time, the Dissenting Shares will automatically be cancelled and will cease to exist or be outstanding and each shareholder who has properly exercised such 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 to 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 the Dissenting Shares held by such holder as determined in accordance with Section 179 of the BVI Act, unless, after the Effective Time, such holder fails to perfect or withdraws or otherwise loses his, her or its right to dissent, in which case the Dissenting Shares will be converted into or be exchangeable for and represent only 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 Dissenting Shares shall be entitled to payment without interest thereon, upon surrender of the appraised value of the Dissenting Shares held by them to the extent permitted by and Certificates or Book-Entry Shares, in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for 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 interest, and subject to deduction for any required withholding Tax. 2.2. (b) The Company shall will give Parent and Merger Sub (i) prompt written notice of any objection, notice of dissent or written demands for appraisal to exercise dissent rights under Section 179 of any Sharesthe BVI Act (including copies of such objections, notices or demands), attempted withdrawals of such objections, notices or demands and any other instruments served pursuant to the DGCL and communications received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, dissent and (ii) the opportunity to participate in all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCLany dissent rights. The Company shall not, except Except with the prior written consent of Parent which Parent, the Company will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, dissent or settle or offer to settle or settle any such demandsdemands for dissent.

Dissenting Shares. Notwithstanding anything in any other provision of this Agreement to the contrary, Shares to 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 Common Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who has properly exercising exercised and perfected his or her demand for appraisal or dissenters’ rights available under Section 262 of the DGCL or such other applicable Law (the “Dissenting Shares”) ), shall not be converted into or be exchangeable for the right to receive the Merger Consideration. At the Effective Time, unless the Dissenting Shares shall no longer be outstanding and until shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, but the holders of such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them receive such consideration as shall be determined pursuant to the extent permitted by and in accordance with Section 262 of the DGCL. If DGCL or such other applicable Law; provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such his or her right to appraisalappraisal or dissenters’ rights and payment under the DGCL or such other applicable Law, as applicable (whether occurring before, at or after the Effective Time), such holder’s Shares shares of Company Common Stock shall thereupon be deemed to have been converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and into the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, receive the Merger Consideration, without interestany interest thereon, and subject such shares shall not be deemed to deduction for any be Dissenting Shares. Any payments required withholding Taxto be made with respect to the Dissenting Shares shall be made by Parent (and not the Company or Acquisition Sub), and the Aggregate Merger 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 Parent and Merger Sub (i) prompt written notice to Parent of any demands for appraisal of or dissenters’ rights respecting any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and or such other applicable Law received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLappraisal or dissenters’ demands, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent (which will consent shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to make do or commit to do any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who is entitled to demand and has properly exercising demanded appraisal rights available under for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) shall will not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed will instead represent the right to perfect or shall have effectively withdrawn or lost their rights to appraisal under receive only the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held provided by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost such loses his, her or its right to appraisalappraisal under Section 262 of the DGCL, then the right of such holder’s holder to receive such payment in respect of such Dissenting Shares shall thereupon will cease and such Dissenting Shares will be converted deemed to have been converted, as of the Effective Time, into and become will be exchangeable only solely for 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, receive the Merger Consideration, without interest, and subject to deduction for any required withholding Tax. The Company shall will give Parent and Merger Sub (i) prompt written notice of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and Parent will have the DGCL, and (ii) the opportunity right to participate in and direct all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall will not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.2(a) to pay for Shares for which appraisal rights have been perfected as described in this Section 2.3 shall be returned to 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. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and shares of Company Common Stock or Company Preferred Stock outstanding immediately prior to the Effective Time and which are held by stockholders a Company Stockholder who has not voted in favor of the Merger or consented thereto in writing or by electronic transmissions and has properly exercising demanded appraisal rights available under for such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (the such shares, “Dissenting Shares”) ), shall not be converted into or be exchangeable for the right to receive the Closing Merger Consideration, unless Consideration and until shall instead represent the right to receive payment of the fair value of such holders shall have failed Dissenting Shares in accordance with and to perfect or shall have effectively withdrawn or lost their rights to appraisal under the extent provided by Section 262 of the DGCL. Holders 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 payment of the appraised value of the Dissenting Shares held by them only such rights as may be granted to the extent permitted by and in accordance with Section 262 of him, her or it under the DGCL. If any such holder shall have failed Company Stockholder fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost loses such Company Stockholder’s right to appraisalappraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder’s holder to be paid the fair value of such Dissenting Shares under Section 262 of the DGCL shall cease and such Dissenting Shares shall thereupon be converted into and become exchangeable only for the right deemed to receivehave been converted, as of the later of Effective Time, into and shall only represent the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, receive the Closing Merger Consideration, without interest, and subject to deduction for any required withholding TaxConsideration upon the surrender of such shares in accordance with this Article II. The Company shall give Parent and Merger Sub (i) reasonably prompt written notice of any demands received by the Company for appraisal of any Sharesshares of Company Common Stock or Company Preferred Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and Parent shall have the DGCL, and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of Parent which will (such consent not to be unreasonably withheld withheld, conditioned or delayed), voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who is entitled to demand and has properly exercising demanded appraisal rights available under for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, 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 instead represent the right to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to receive payment of the appraised fair value of the such Dissenting Shares held by them in accordance with and to the extent permitted provided by and in accordance with Section 262 of the DGCL. If any such holder shall have failed fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost such loses his right to appraisalappraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder’s holder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be converted deemed to have been converted, as of the Effective Time, into and become shall be exchangeable only solely for 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, receive the Merger 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 received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and Parent shall have the DGCL, and (ii) the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such 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, 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 262(h) of the DGCL.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who is entitled to demand and has properly exercising demanded appraisal rights available under for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration, unless and until such holders shall have failed instead represent the right to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to receive payment of the appraised fair value of the such Dissenting Shares held by them in accordance with and to the extent permitted provided by and in accordance with Section 262 of the DGCL. If any such holder shall have failed fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost such loses his right to appraisalappraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder’s holder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be converted deemed to have been converted, as of the Effective Time, into and become shall be exchangeable only solely for the right to receive, as of receive the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the applicable Merger Consideration, without interest, interest and subject to deduction for any withholding of Taxes required withholding Taxby applicable Law in accordance with Section 2.2(e). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and Parent shall have the DGCL, and (ii) the opportunity right to participate in and to control all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing. Notwithstanding anything to the 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 262(h) of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, to the extent that appraisal rights are available under the REIT Law and the MGCL, any outstanding Shares (“Dissenting Shares“) held by a Dissenting Shareholder shall not be converted into the Offer Price but shall become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the REIT Law; provided, however, that are issued and each Share outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a Dissenting Shareholder who, after the Effective Time, withdraws his demand or fails to perfect or otherwise loses his right of appraisal, pursuant to the REIT Law, shall be deemed to be converted as of the DGCL (the “Dissenting Shares”) shall not be converted Effective Time into or be exchangeable for the right to receive the Merger ConsiderationOffer Price, unless and until such holders shall have failed to perfect without interest. As used in this Agreement, “Dissenting Shareholder“ means any record holder or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders beneficial owner of Dissenting Shares shall be who is entitled to demand and receive payment of the appraised fair value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into shares pursuant to Section 8.501.1(j) of the REIT Law and become exchangeable only Section 3-202 of the MGCL and who does not vote for the right to receive, as Merger and complies with all provisions of the later MGCL (including all provisions of Section 3-203 of the Effective Time and MGCL) concerning the time that such right of holders of Shares to appraisal shall have been irrevocably lost, withdrawn or expired, dissent from the Merger Consideration, without interest, and subject to deduction obtain fair value for any required withholding Tax. their shares. (b) The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal pursuant to the applicable provisions of any Sharesthe REIT Law and the MGCL received by the Company, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL REIT Law and the MGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, appraisal and (ii) the opportunity to participate in and direct the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCLREIT Law and the MGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any such demands for appraisals of capital stock of the Companyappraisal, or settle, or offer to settle settle, or settle otherwise negotiate any such demandsdemands for appraisal.

Dissenting Shares. Notwithstanding anything in this Agreement Section 3.1(b) hereof, to the contraryextent that holders thereof are entitled to appraisal rights under Section 262 of Delaware Law, Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who has properly exercising exercised and perfected his or her demand for appraisal rights available under Section 262 of the DGCL Delaware Law (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration, unless and until but, instead, the holders of such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them receive such consideration as shall be determined pursuant to the extent permitted by and in accordance with Section 262 of the DGCL. If Delaware Law; provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such his or her right to appraisalappraisal and payment under Delaware Law, such holder’s Shares shares of Company Common Stock shall thereupon be deemed to have been converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and into the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, receive the applicable Merger Consideration, without interestany interest thereon, and subject such shares shall not be deemed to deduction for any required withholding Taxbe Dissenting Shares. The Company shall give Parent and Merger Sub Buyer (i) prompt written notice of any demands for appraisal filed pursuant to Section 262 of any SharesDelaware Law received by the Company, attempted withdrawals of such demands and any other instruments served or delivered in connection with such demands pursuant to the DGCL Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLmade pursuant to Section 262 of Delaware Law. The Company shall notnot (x) make any payment with respect to any such demand, (y) offer to settle, settle or approve any withdrawal or other treatment of, any such demand or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law, except in each case with the prior written consent of Parent Buyer, which will consent shall not be unreasonably withheld withheld, delayed or delayed, voluntarily make conditioned; provided that no such consent shall be required if such actions are required by Delaware Law or agree court order. Any payments required to make any material payment be made with respect to any demands the Dissenting Shares shall be made by Buyer (and not the Company or Acquisition Sub) and the Merger Consideration shall be reduced, on a dollar for appraisals dollar basis, as if the holder of capital stock of such Dissenting Shares had not been a stockholder on the Company, offer to settle or settle any such demandsClosing Date.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are any issued and outstanding immediately prior shares of Company Common Stock held by a Person (a “Dissenting Stockholder”) who has not voted in favor of or consented to the Effective Time adoption of this Agreement and which are held by stockholders has properly exercising appraisal perfected dissenter’s rights available under in accordance with the provisions of Section 262 of the DGCL (the each, a “Dissenting SharesShare”) ), if any, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until but shall become the right to receive such holders shall have failed consideration as may be determined to perfect or shall have effectively withdrawn or lost their rights be due to appraisal under the DGCL. Holders of such Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them Stockholder to the extent permitted by, and in accordance with the provisions and pursuant to the procedures of, Section 262 of the DGCL; provided, however, that (i) if any Dissenting Stockholder, under the circumstances permitted by and in accordance with the DGCL, affirmatively withdraws such holder’s demand for appraisal of such Dissenting Shares, (ii) if any Dissenting Stockholder fails to establish such holder’s entitlement to dissenters’ rights as provided in the DGCL or (iii) if any Dissenting Stockholder takes or fails to take any action the consequence of which is that such holder is not entitled to payment under Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, DGCL for such holder’s Shares shares, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon be converted into and become exchangeable only for the right deemed to receivehave been converted, as of the later Effective Time, into and represent the right to receive the Merger Consideration (without interest) payable in respect of 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 set forth in Section 262 of the Effective Time DGCL and as provided in the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration, without interest, and subject to deduction for any required withholding Taxprevious sentence. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 shares of the DGCLCompany Common Stock, and Parent shall have the right to participate in (ii) and the Company shall provide Parent the opportunity to participate in in) all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch 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 which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsParent.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Shares any Share that are issued and is outstanding immediately prior to the Effective Time and which are that is held by stockholders a Stockholder who shall have not voted in favor of the Merger or consented thereto in writing and who shall have properly exercising demanded appraisal rights available under for such Share in accordance with the terms and conditions of Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or be exchangeable for represent the right to receive the applicable portion of the Merger Consideration. Such Stockholder shall instead be entitled to receive payment of the appraised value of such Share in accordance with the provisions of Section 262 of the DGCL, unless and until such holders except that any Dissenting Share held by a Stockholder who shall have failed to perfect or who effectively shall have effectively withdrawn or otherwise lost their his, her or its rights to appraisal of such Share under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares DGCL shall thereupon be deemed to have been converted into and to have become exchangeable only exchangeable, as of the Effective Time, for the right to receive, as without any interest thereon, the applicable portion 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 interest, and subject to deduction for any required withholding Tax. The Company shall give Parent and Merger Sub (i) Buyer prompt written notice of any demands received by the Company for appraisal of any Shares, Shares and attempted withdrawals of such demands demands, and any other instruments or documents served pursuant to the DGCL and received by the Company relating with respect to rights 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 paid used to pay the “fair value” amount payable to such Dissenting Shares 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 thereafter, any holder of Dissenting SharesShares shall cease to have any rights with respect thereto, as except the rights provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrarycontrary other than Section 2.6(b), Shares that are issued any shares of Company Common Stock held by a holder who has demanded and outstanding immediately prior to perfected dissenters’ rights for such shares in accordance with the provisions of California Law and who, as of the Effective Time and which are held by stockholders properly exercising appraisal Time, has not effectively withdrawn or lost such dissenters’ rights available under Section 262 of the DGCL (collectively, the “Dissenting Shares”) ), shall not be converted into or represent a right to receive the applicable consideration for Company Common Stock set forth in Section 2.1, but instead shall be exchangeable for converted into the right to receive only such consideration as may be determined to be due with respect to such Dissenting Shares under California Law. From and after the Merger ConsiderationEffective Time, 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 a holder of Dissenting Shares shall not be entitled to payment exercise any of the appraised value voting rights or other rights of a shareholder of the Dissenting Shares held by them to Surviving Corporation nor of a shareholder of Parent. (b) Notwithstanding the extent permitted by and in accordance with provisions of Section 262 2.6(a), if any holder of the DGCL. If any shares of Company Common Stock who demands dissenters’ rights of such holder shares under California Law shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for otherwise) the right to receivedissent, then, as of the later of the Effective Time and the time that 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 appraisal shall have been irrevocably lostreceive the consideration for Company Common Stock, withdrawn or expiredas applicable, the Merger Considerationset forth in Section 2.1, without interestinterest thereon, and subject to deduction for any required withholding Tax. upon surrender of the certificate representing such shares. (c) The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal dissenters’ rights of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL California Law and received by the Company relating which relate to any such demand for dissenters’ rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal dissenters’ rights under the DGCLCalifornia Law. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any such demands for appraisals of capital stock of the Company, or offer to settle or settle any such demands. Any communication to be made by the Company to any holder of 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 Company receiving Parent’s consent.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Shares shares of American Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by American stockholders properly exercising appraisal rights available under Section 262 who shall have not voted in favor of the DGCL (the “Dissenting Shares”) shall not be converted into Merger or be exchangeable for the right to receive the Merger Consideration, unless consented thereto in writing 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 Dissenting Shares who shall be entitled to payment and shall have demanded properly in writing appraisal rights for such shares of the appraised value of the Dissenting Shares held by them to the extent permitted by and American Common Stock in accordance with Section 262 of the DGCLDCL and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, the "Dissenting Shares"), shall not be converted into or represent the right to receive the Merger Consideration payable in respect of each share of American Common Stock represented thereby. If any Such American stockholders shall be entitled to receive payment of the appraised value of such holder shares of American Common Stock held by them in accordance with the provisions of the DCL; provided, however, that all Dissenting Shares held by American stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn withdrawn, forfeited or lost their appraisal rights with respect to such right to appraisal, such holder’s Shares shares of American Common Stock under the DCL shall thereupon be deemed to have been converted into and to have become exchangeable only for for, 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 expiredwithout any interest thereon, the Merger ConsiderationConsideration upon surrender, without interestin the manner provided in Section 3.2, and subject of the Certificates with respect to deduction for any required withholding Tax. The Company such shares. (b) American shall give Parent and Merger Sub (i) Mergeparty prompt written notice of any demands for appraisal of any Sharesrights received by it, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL DCL and received by the Company American and relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) thereto. American shall give Mergeparty the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal rights under the DGCLprovisions of the DCL. The Company American shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedMergeparty, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyappraisal rights, or offer to settle settle, or settle settle, any such demands. (c) If the Tower Merger Effective Time shall not have occurred and the Delaware Court of Chancery (the "Court") conducts an appraisal proceeding pursuant to Section 262 of the DCL relating to an obligation to pay the appraised value per share of American Common Stock ("Appraised Total Value") to the holders of the Dissenting Shares, American Tower shall promptly pay to American the portion of the Appraised Total Value attributable to the Tower Stock Consideration (the "Tower Stock Payment") and American shall contribute (without the payment of any amount or the issuance of any securities by American Tower) to the capital of American Tower such shares of Tower Common Stock owned by American that the holders of the Dissenting Shares would have been entitled to receive had they not exercised their appraisal rights. The Tower Stock Payment shall be determined pursuant to the following provisions: (i) American shall request the Court to determine in writing the Tower Stock Payment. If the Court shall make such determination the Tower Stock Payment shall be the amount so determined; and (ii) If the Court shall not make such determination within a 30-day period following such request (at which time such request shall be withdrawn) (the "Determination Deadline"), American, American Tower and Mergeparty shall submit to an arbitrator (the "Arbitrator") for review and resolution the determination of the Tower Stock Payment. The Arbitrator shall be a nationally recognized investment banking firm which shall be agreed upon by American, Mergeparty and American Tower in writing. The Arbitrator shall be requested to render a decision resolving the amount of the Tower Stock Payment within 30 days following the date of its selection. If the parties cannot agree on the firm to be selected as Arbitrator within 15 days following the Determination Deadline, then American and Mergeparty, on the one hand, and American Tower, on the other hand, shall each choose one such firm within 10 days following the expiration of such 15-day period to review, resolve and agree on the determination of the Tower Stock Payment, which determination, once agreed to in writing by both such firms, shall be final, conclusive and binding on the parties. If such two firms cannot agree on the amount of the Tower Stock Payment within 30 days following the date on which the second of such firms is selected, then such two firms shall promptly select a third such firm to make such determination, which determination shall be made by such third firm within 30 days of the date on which such third firm is selected. The determination of such third firm of the amount of the Tower Stock Payment shall be final, conclusive and binding on the parties. The cost of any such arbitration (including the fees of the Arbitrator and any other firm selected hereunder) shall be borne 50% by American and 50% by American Tower. American Tower shall promptly pay to American the amount of the Tower Stock Payment once such amount is determined in accordance with this clause (ii).

Dissenting Shares. Notwithstanding anything in (a) For purposes of this Agreement to the contraryAgreement, Shares that are issued and outstanding immediately prior to “Dissenting Shares” means shares of Company Common Stock or Company Preferred Stock held as of the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a Company Stockholder who has not voted such Company Stock in favor of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive adoption of this Agreement and the Merger Consideration, unless and until such holders with respect to which appraisal shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by been duly demanded and perfected in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have Delaware Act and not effectively withdrawn or lost such right forfeited prior to appraisal, such holder’s the Effective Time. Dissenting Shares shall thereupon not be converted into and become exchangeable only for or represent the right to receive, as receive shares of the later of the Effective Time and the time that Parent Common Stock unless such Company Stockholder’s right to appraisal shall have been irrevocably lostceased in accordance with the Delaware Act. If such Company Stockholder has so forfeited or withdrawn his, withdrawn her or expiredits right to appraisal of Dissenting Shares, then (i) as of the occurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Shares issuable in respect of such Company Common Stock or Company Preferred Stock, as the case may be, pursuant to Section 1.5(a), and (ii) promptly following the occurrence of such event and, if requested by Parent, the proper surrender of such person’s Company Stock Certificate, the Parent shall deliver to such Company Stockholder a certificate representing the Initial Shares to which such holder is entitled pursuant to Section 1.5(a) and shall deliver to the Indemnification Escrow Agent a certificate representing the remaining 2% of the Merger Consideration, without interest, and subject Shares to deduction which such holder is entitled pursuant to Section 1.5(b) (which shares shall be considered Indemnification Escrow Shares for any required withholding Tax. all purposes of this Agreement). (b) The Company shall give the Parent and Merger Sub (i) prompt written notice of any written demands for appraisal of any SharesCompany Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant that relate to the DGCL and such demands received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCLCompany. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedthe Parent, voluntarily make or agree to make any material payment with respect to any demands for appraisals appraisal of capital stock of the Company, Company Stock or offer to settle or settle any such demandsdemands unless required by the court of the State of Delaware having jurisdiction thereof.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares and solely to the extent available under the CRS, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising appraisal rights available under Section 262 a Company shareholder (a “Dissenting Shareholder”) who has (i) neither voted in favor of the DGCL Merger nor executed a writing consenting to the Merger, (ii) caused the Company to receive, before any vote is taken at any meeting where a notice of dissenters’ rights has been given to such a shareholder, written notice of such holder’s intention to demand payment for such holder’s shares of Common Stock in accordance with Section 0-000-000 of the CRS, and (iii) otherwise properly perfected and not withdrawn or lost his, her or its rights in accordance with Article 113 of Title 7 of the CRS (such shares being referred to collectively as the “Dissenting Shares”” until such time as such shareholder fails to perfect, withdraws or otherwise loses such shareholder’s dissenters’ rights) shall not be converted into 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 Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for represent the right to receive, as the Per Share Merger Consideration. Each Dissenting Shareholder shall be entitled to receive payment for such shares held by it in accordance with Section 0-000-000 of the later CRS; provided, however, that if a Dissenting Shareholder fails to perfect, withdraws or loses such Dissenting Shareholder’s right to demand payment pursuant to, or if a court of competent jurisdiction determines that such Dissenting Shareholder is not entitled to the relief provided by Article 113 of Title 7 of the Effective Time CRS, such Dissenting Shares held by such Dissenting Shareholder shall thereupon be deemed to have been converted into, and represent the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredreceive, the Per Share Merger Consideration, without interestany interest thereon, in the manner provided in this Article II. Except as otherwise provided by Article 113 of Title 7 of the CRS, the demand for payment and subject to deduction for any required withholding Tax. deposit of certificates is irrevocable. (b) The Company shall give provide Parent and Merger Sub (i) with prompt written notice after receipt by the Company of any notices of intent to demand payment or any demands for appraisal payment received by the Company from Company shareholders seeking to become or who become Dissenting Shareholders, withdrawals of any Sharessuch notices of intent to demand, attempted withdrawals of such demands and any other instruments served pursuant to Article 113 of Title 7 of the DGCL CRS and received by the Company relating with respect to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) dissenters’ rights. The Company shall give Parent the opportunity to participate in all negotiations and proceedings with respect to such demands for appraisal payment under the DGCLCRS. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to unless otherwise required by the CRS, make any material payment payments with respect to any demands for appraisals of capital stock of the Company, payment or offer to settle or settle any such demands or approve any withdrawal or treatment of any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who is entitled to demand and properly exercising demands appraisal rights available under of such Shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (the “Dissenting SharesAppraisal Rights”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until but instead the holder of such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised fair value of the such Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 the Appraisal Rights. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of the DGCLAppraisal Rights. If Notwithstanding the foregoing, if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost such lose the right to appraisaldissent under the Appraisal Rights, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted into and become exchangeable only for the right to receive, as of the later of the Effective Time into, and to have become exchangeable solely for, the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, receive the Merger Consideration, without interest, and subject to deduction for any required withholding Tax. . (b) The Company shall give Parent and Merger Sub (i) serve prompt written notice to Purchaser of any demands received by the Company for appraisal dissenter’s rights of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to Purchaser shall have the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent which will not be unreasonably withheld or delayedPurchaser, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such demandsdemand, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and shares of Company Common Stock outstanding immediately prior to the Effective Time and which are held owned by stockholders a holder who is entitled to demand and has properly exercising demanded appraisal rights available under for such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (the such shares, “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, unless and until shall instead represent the right to receive payment of the fair value of such holders shall have failed Dissenting Shares in accordance with and to perfect or shall have effectively withdrawn or lost their rights to appraisal under the extent provided by Section 262 of the DGCL. Holders 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 payment of the appraised value of the Dissenting Shares held by such rights as may be granted to them to the extent permitted by and in accordance with Section 262 of under the DGCL. If any such holder shall have failed fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost such right to appraisal, loses such holder’s right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be converted deemed to have been converted, as of the Effective Time, into and become shall be exchangeable only solely for the right to receive, as of receive the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Per Share Merger Consideration, without interest, and subject to deduction for any required withholding TaxConsideration in accordance with this Article III. The Company shall give Parent Acquiror prompt notice (and Merger Sub (iin any event within two Business Days) prompt written notice of any demands received by the Company for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and Acquiror shall have the DGCL, and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedAcquiror, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders who are entitled to demand and are properly exercising demanding appraisal rights available under pursuant to, and who are complying in all respects with, the provisions of Section 262 of the DGCL Corporation Law (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be determined to be due to the holders of Dissenting Shares pursuant to Section 262 of the Corporation Law, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Section 262 of the DGCL. Holders of Corporation Law. (b) Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and treated in accordance with Section 262 of the DGCLCorporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for 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 interest, and subject to deduction for any required withholding Taxinterest thereon. The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal of any SharesShares (or written threats thereof), attempted withdrawals of such demands and any other instruments served pursuant to the DGCL Corporation Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLCorporation Law. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands, approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly exercising demands appraisal rights available under of such Shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting SharesStockholders”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until but instead such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares holder shall be entitled to payment receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the appraised value of DGCL (and at the Effective Time, such Dissenting Shares held by them 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 extent permitted by and rights set forth in accordance with Section 262 of the DGCL. If any ), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such its right to appraisalappraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable only for 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 expiredTime, the Merger ConsiderationConsideration for each such Share, in accordance with Section 4.1, without interest, and subject to deduction for any required withholding Tax. The Company shall give Parent prompt notice and Merger Sub (i) prompt written notice a copy of any written demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and applicable Law that are received by the Company relating to Company stockholders’ rights to be paid the “fair value” of Dissenting Sharesappraisal, as provided in Section 262 of the DGCLand, and (ii) at Parent’s expense, Parent shall have the opportunity and right to participate in direct all negotiations and proceedings with respect to demands for appraisal by Company stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who is entitled to demand and properly exercising demands appraisal rights available under of such Shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (the “Dissenting SharesAppraisal Rights”) 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 Dissenting Shares shall be entitled to payment of the appraised fair value of the such Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 the Appraisal Rights (subject to and reduced by the amount of the DGCL. If any withholding that is required under applicable Tax Law); provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost such lose the right to appraisaldissent under the Appraisal Rights, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted into as of the Effective Time into, and to have become exchangeable only solely for 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. At the Effective Time, without interestall Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (subject to deduction for and reduced by the amount of any withholding that is required withholding Tax. under applicable Tax Law). (b) The Company shall give Parent and Merger Sub (i) serve prompt written notice to Purchaser of any demands received by the Company for appraisal rights of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to Purchaser shall have the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent which will not be unreasonably withheld or delayedPurchaser, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such demandsdemand, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued with respect to each share of Company Common Stock as to which the holder thereof has neither voted in favor of the Merger nor consented thereto in writing and outstanding immediately prior to who shall have delivered a written demand for appraisal of such shares in the manner provided by the DGCL and who, as of the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) Time, 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 such right to appraisal under (each, a “Dissenting Share”), if any, such share will not be converted into, or represent the DGCLright to receive, the Merger Consideration. Holders of Dissenting Shares Such holder shall be entitled to payment payment, solely from the Surviving Company, of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL. If ; provided, however, that (i) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, shall have effectively withdrawn his demand for appraisal of such Dissenting Shares or lost his right to appraisal and payment for his shares of Company Common Stock under Section 262 of DGCL, (ii) if any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right establish his entitlement to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger 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 demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in 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 is not entitled to payment for his shares under the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and (ii) such Company Common Stock shall thereupon cease to constitute Dissenting Shares, and each of such holders’ shares of Company Common Stock shall be converted solely into the opportunity right to receive the Merger Consideration. The Company shall give Cal Dive prompt notice of any demands received by the Company for appraisal of shares of Company Common Stock, and Cal Dive shall have the right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch 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 which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsCal Dive.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Common Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders any Person who is entitled to demand, and who properly exercising demands, appraisal rights available under of such Common Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (the such Section, “Section 262” and, such Common Shares, “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger ConsiderationConsideration as provided in Section 2.1(a), unless and until such but rather, the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled only to payment of the appraised fair value of the such Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 (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 holders shall cease to have any right with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with Section 262 and any declared but unpaid dividends having a record date prior to the DGCL. If Effective Time); provided, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost such lose the right to appraisalappraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted into and become exchangeable only for the right to receive, as of the later of the Effective Time into, and to have become exchangeable solely for, the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, receive the Merger Consideration, Consideration (without interest, and subject to deduction for any required withholding Taxinterest thereon) as provided in Section 2.1(a). The Company shall give Parent and Merger Sub (i) prompt written notice notify Gannett as promptly as reasonably practicable of any demands received by the Company for appraisal of any Common Shares, attempted withdrawals of such demands and any other instruments served pursuant to Gannett shall have the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent Gannett (which will consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to make do any material payment with respect to any demands for appraisals of capital stock of the Company, offer foregoing. Any portion of the Merger Consideration held in the Merger Fund in respect of payment made available to settle or settle any such demandsthe Paying Agent pursuant to Section 2.2(a) to pay for Dissenting Shares shall be returned to Gannett upon demand.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders who are entitled to demand and are properly exercising demanding appraisal rights available under pursuant to, and who are complying in all respects with, the provisions of Section 262 of the DGCL Corporation Law (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be determined to be due to the holders of Dissenting Shares pursuant to Section 262 of the Corporation Law, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Section 262 of the DGCLCorporation Law. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and treated in accordance with Section 262 of the DGCLCorporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for 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 ConsiderationConsideration in accordance with Section 3.01, without interest, and subject to deduction for any required withholding Taxinterest thereon. The Company shall give Parent Acquiror and Merger Sub (ia) prompt written notice of any written demands for appraisal of any SharesShares (or written threats thereof), withdrawals or attempted withdrawals of such demands and any other instruments served pursuant to the DGCL Corporation Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iib) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLCorporation Law. The Company shall not, except with the prior written consent of Parent Acquiror (which will consent shall not be unreasonably conditioned, withheld or delayed), voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands, approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who has properly exercising exercised and perfected his, her or its demand for appraisal rights available under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Shares”) ), shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration, unless and until but the holders of such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall instead be entitled to payment receive such consideration as may be determined pursuant to Section 262 of the appraised value of DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares held by them shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the extent permitted by and right to receive the consideration therefor as may be determined in accordance with Section 262 of the DGCL. If ); provided, however, that if any such holder shall have failed to timely perfect or shall have waived, effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL (whether occurring before, at or after the Effective Time), or a court of competent jurisdiction shall have determined that such holder is not entitled to such right to appraisalappraisal and payment under Section 262 of the DGCL, such holder’s Shares shares of Company Common Stock shall thereupon be deemed to have been converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and into the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, receive the Merger Consideration, without interestany interest thereon, and subject such shares shall no longer be deemed to deduction for any required withholding Taxbe Dissenting Shares. The Company shall give prompt notice to Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Sharesshares of Company Common Stock, effective or attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLappraisal demands, and (ii) Parent shall have the opportunity right to participate in all discussions, negotiations and proceedings Proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, or settle or compromise or offer to settle or settle compromise any such demandsdemand or Proceeding, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Common Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a shareholder (i) who shall have neither voted for adoption of this Agreement and the Merger nor consented thereto in writing and (ii) who shall be entitled to and shall have demanded properly exercising in writing appraisal rights available under for such shares in accordance with Section 262 910 of the DGCL NYBCL (the “Dissenting Shares”) ), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, Consideration at the Effective Time unless and until the holder of such holders shall have failed Common Shares fails to perfect perfect, withdraws or shall have effectively withdrawn or lost their rights otherwise loses such holder’s right to appraisal under the DGCLappraisal. Holders If a holder of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and withdraw (in accordance with Section 262 910 of the DGCL. If any NYBCL) the demand for such appraisal or shall become ineligible for such appraisal or if a court of competent jurisdiction shall make a final, non-appealable determination that such holder shall have failed is not entitled to perfect the relief provided by Section 910 of the NYBCL with respect to such Dissenting Shares, then, as of the Effective Time or shall have effectively withdrawn or lost the occurrence of such right to appraisalevent, whichever last occurs, such holder’s Dissenting Shares shall thereupon cease to be Dissenting Shares and shall be converted or deemed to have been converted, as the case may be, into and become exchangeable only for 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, receive the Merger Consideration, without interest, and subject to deduction for any required withholding TaxConsideration in the manner provided in Section 1.07. The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal, withdrawals (or attempted withdrawals) of demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 910 of the DGCL NYBCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a shareholder who has not voted in favor of the DGCL Merger or consented thereto in writing and who has complied with applicable provisions of the MBCA (the “Dissenting Shares”) shall not be converted into 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 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 MBCA (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). A Dissenting Shareholder shall be exchangeable for entitled to receive payment of the fair value of each share of Company Common Stock held by him or her in accordance with the applicable provisions of the MBCA, unless, after the Effective Time, such 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 be converted into and represent only the right to receive the Merger Consideration, unless and until such holders shall have failed without interest thereon, upon surrender of his, her or its Certificates pursuant to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCLSection 2.05. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for 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 interest, and subject to deduction for any required withholding Tax. The Company shall give Parent and Merger Sub (i) Buyer prompt notice of any written notice of any demands for appraisal of any Sharesintent to demand payment, attempted withdrawals of such demands notices, and any other instruments served pursuant to the DGCL and applicable Law received by the Company relating to shareholders’ rights of appraisal. Buyer shall have the right to be paid the “fair value” of Dissenting Sharesdirect all discussions, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCLany such notices of intent to demand payment. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedBuyer, voluntarily make make, or agree offer to make make, any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demandsnotice 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 shall be made by Buyer as the Surviving Entity.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarycontrary (but subject to the provisions of this Section 2.3), Company Shares that are issued and outstanding immediately prior to the Effective Time (other than Company Shares cancelled in accordance with Section 2.1(b)) and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who did not vote in favor of the DGCL adoption of this Agreement, and who is entitled to demand and has properly demanded appraisal for such Company Shares in accordance with, and who complies in all respects with, Section 10-19.1-87 and Section 10-19.1-88 of the NDBCA (such Company Shares, the “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and the holders of Dissenting Shares shall cease to have any rights with respect thereto, except the rights granted to them under Section 10-19.1-87 of the NDBCA (the “Dissenting Stockholder Consideration”). If any such holder fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 10-19.1-87 and Section 10-19.1-88 of the NDBCA or other applicable Law, then the right of such holder to be paid the Dissenting Stockholder Consideration in respect of such Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted, as of the Effective Time, into and shall be exchangeable solely 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 Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for 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 Per Share Merger Consideration, without interest, interest and subject to deduction for any withholding of Taxes required withholding Taxby applicable Law in accordance with this Article 2 and shall not thereafter be deemed to be Dissenting Shares. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands received by the Company for appraisal of any Company Shares, attempted withdrawals any waiver or withdrawal of any such demands demand, and any other demands, notices or instruments served pursuant to the DGCL NDBCA and received by the Company relating to rights to be paid the “fair value” of Dissenting Stockholder Consideration for such Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) Parent shall have the opportunity and right to participate in and control all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld Parent, make any payment with respect to, or delayedsettle or compromise, voluntarily make any such demands, or approve any withdrawal of any such demands, or agree to make do any material payment with respect to any demands for appraisals of capital stock of the Companyforegoing, offer except to settle or settle any such demandsthe extent required by applicable Law.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are shares of Company Common Stock issued and outstanding immediately prior to on the Effective Time and Date which are held of record by stockholders properly exercising appraisal rights available under Section 262 shareholders who shall not have voted such shares in favor of the DGCL Merger and who shall have properly exercised rights to demand payment of the fair value of such shares in accordance with Section 1091 of the OGCA (the “Dissenting Shares”"DISSENTING SHARES") shall not be converted into or be exchangeable for the right to receive any portion of the Merger ConsiderationConsideration specified in Section 1.8, unless and until such but the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof instead shall be entitled to payment of the appraised fair value of such shares in accordance with the Dissenting Shares held by them provisions of 1091 of the OGCA (the "DISSENTING CONSIDERATION"); provided, however, that (i) if such a holder fails to the extent permitted by and file a -------- ------- notice of election to dissent in accordance with Section 262 1091 of the DGCL. If any OGCA or, after filing such notice of election, subsequently delivers an effective written withdrawal of such notice or fails to establish his entitlement to appraisal rights as provided in Section 1091 of the OGCA, if he or she be so required, or (ii) if a court shall determine that such holder is not entitled to receive payment for his shares or such holder shall have failed to perfect otherwise lose his or her appraisal rights, then in either of such cases, each share of Company Common Stock held of record by such holder or holders shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon automatically be converted into and become exchangeable represent only for the right to receive, as receive the portion of the later Merger Consideration indicated on SCHEDULE 1.8, upon the surrender of the Effective Time and the time that certificate or certificates representing such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration, without interest, and subject to deduction for any required withholding TaxDissenting Shares. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 for payment of the DGCLfair value of such shares, and (ii) Parent shall have the opportunity right to participate in all the negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment (except to the extent that any such payment is made pursuant to a court order) with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands. (b) To the extent any shareholder exercises its rights pursuant to this Section 1.10, and as a result of such exercise such shareholder is to receive consideration in addition to the Merger Consideration set forth on SCHEDULE 1.8, any and all such additional consideration shall be paid to such shareholder by the Principal Selling Shareholders and none of Parent, Acquisition Sub or the Company shall have any liability therefor.

Dissenting Shares. Notwithstanding anything If, in this Agreement connection with the Merger, holders of Company Capital Stock are entitled to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “pursuant to Delaware Law, any Dissenting Shares”) Shares shall not be converted into a right to receive cash as provided in Section 2.1(b), but shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law, becomes entitled to payment of the fair market value of such shares shall receive payment therefor in accordance with Delaware Law (but only after the value therefor shall have been agreed upon or finally determined pursuant to such law). In the event that any Company Stockholder fails to make an effective demand for payment or fails to perfect its appraisal rights as to its shares of Company Capital Stock or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, then any such shares shall immediately be exchangeable for converted into the right to receive the Merger Considerationconsideration issuable pursuant to Section 2.1(b) in respect of such shares had such shares never been Dissenting Shares, unless and until such holders Parent shall have failed issue and deliver to perfect the holder thereof, at (or shall have effectively withdrawn as promptly as reasonably practicable after) the applicable time or lost their rights to appraisal under times specified in Section 7.2, following the DGCL. Holders of Dissenting Shares shall be entitled to payment satisfaction of the appraised value of applicable conditions set forth in Section 7.2, the Dissenting Shares held by them cash, without interest thereon, to the extent permitted by and in accordance with Section 262 of the DGCL. If any which such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall Company Stockholder would have been irrevocably lost, withdrawn or expired, the Merger Consideration, without interest, and subject entitled under Section 2.1(b) with respect to deduction for any required withholding Taxsuch shares. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and demand received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 Company Capital Stock or notice of the DGCLexercise of a Company Stockholder’s appraisal rights, and (ii) Parent shall have the opportunity right to participate in control all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand. The Company shall notagrees that, except with the Parent’s prior written consent of Parent (which will shall not be unreasonably withheld withheld, conditioned or delayed), it shall not voluntarily make any payment or agree offer to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demandsdemand for appraisal or exercise of appraisal rights.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and shares of Company Stock outstanding immediately prior to the Effective Time and which are held by stockholders a Company Stockholder entitled to vote in respect of such shares of Company Stock who has not voted in favor of the Merger or consented thereto in writing or by electronic transmissions and has properly exercising demanded appraisal rights available under for such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (the such shares, “Dissenting Shares”) ), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless Consideration and until shall instead represent the right to receive payment of the fair value of such holders shall have failed Dissenting Shares in accordance with and to perfect or shall have effectively withdrawn or lost their rights to appraisal under the extent provided by Section 262 of the DGCL. Holders 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 payment of the appraised value of the Dissenting Shares held by them only such rights as may be granted to the extent permitted by and in accordance with Section 262 of him, her or it under the DGCL. If any such holder shall have failed Company Stockholder fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost loses such Company Stockholder’s right to appraisalappraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder’s holder to be paid the fair value of such Dissenting Shares under Section 262 of the DGCL shall cease and such Dissenting Shares shall thereupon be converted into and become exchangeable only for the right deemed to receivehave been converted, as of the later of Effective Time, into and shall only represent the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, receive the Merger Consideration, without interest, and subject to deduction for any required withholding TaxConsideration upon the surrender of such shares in accordance with this Article III. The Company shall give Parent and Merger Sub (i) Acquiror reasonably prompt written notice of any demands received by the Company for appraisal of any Sharesshares of Company Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and Acquiror shall have the DGCL, and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of Parent which will Acquiror (such consent not to be unreasonably withheld withheld, conditioned or delayed), voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, Shares that are issued and outstanding immediately prior to the Effective Time (other than Owned Shares) and which are held by stockholders a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercising exercised appraisal rights available under of such Shares in accordance with Section 262 of the DGCL (such Shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such Shares) shall not be converted into or be exchangeable for the a 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 Dissenting Shares Consideration but instead shall be entitled to payment of the appraised value of the Dissenting such Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any ; provided, however, that if, after the Effective Time, such holder shall have failed fails to perfect perfect, withdraws or shall have effectively withdrawn or lost such right to appraisal, otherwise loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Shares shall thereupon be treated as if they had been converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and into the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, receive the Merger ConsiderationConsideration in accordance with Section 1.4(b)(i), without interestinterest thereon, and subject to deduction for any required withholding Taxupon surrender of such Certificate formerly representing such Share or transfer of such Uncertificated Share, as the case may be. The Company shall give Parent and Merger Sub (i) provide Newco prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to rights the Company prior to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLEffective Time pursuant to Delaware Law that relates to such demand, and (ii) Newco shall have the opportunity and right to participate in and direct all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of Parent which will Newco, the Company shall not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or offer to settle or settle settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Company Merger Effective Time and which are held by stockholders a holder who has properly exercising exercised and perfected his or her demand for appraisal rights available under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Shares”) ), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until but the holders of such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment receive such consideration as shall be determined pursuant to Section 262 of the appraised value of DGCL (it being understood and acknowledged that at the Company Merger Effective Time, such Dissenting Shares held by them shall no longer be outstanding, shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the extent permitted by and right to receive the “fair value” of such Dissenting Shares as determined in accordance with Section 262 of the DGCL. If ); provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such his, her or its right to appraisalappraisal and payment under the DGCL (whether occurring before, at or after the Company Merger Effective Time), such holder’s Shares shares of Company Common Stock shall thereupon be deemed to have been converted as of the Company Merger Effective Time into and become exchangeable only for 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, receive the Merger Consideration, without interestany interest thereon, and subject such shares shall not be deemed to deduction for any required withholding Taxbe Dissenting Shares. The Company shall give prompt notice to Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLappraisal demands, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings Proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Company Merger Effective Time, the Company shall not, except with without the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, or settle or compromise or offer to settle or settle compromise any such demandsdemand or Proceeding, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarycontrary and unless otherwise provided by the DGCL, Shares shares of Company Stock that are issued and outstanding immediately prior to the Effective Time and which that are held owned by stockholders Stockholders who have properly exercising perfected their appraisal rights available under in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall will not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall Stockholders will have failed to perfect or shall will have effectively withdrawn or lost their rights to appraisal right of payment under the DGCL. Holders of Dissenting Shares shall Such Stockholders, who have so perfected their appraisal rights, will instead be entitled to payment of the appraised fair value of the such Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall Stockholder will have failed to perfect or shall 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 appraisal, such holder’s Shares shall thereupon be converted into receive and become exchangeable only for the right to receivefor, as of the later of at the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredTime, the Merger Consideration, without interest, Consideration specified and allocated in Section 2.2(a) and subject to deduction for any required withholding Tax. The Company the terms thereof. (b) Each party hereto shall give Parent and Merger Sub (i) each other party hereto prompt written notice of any demands received by it for appraisal of any Sharesshares of Common Stock, attempted withdrawals of such demands and any other related instruments served pursuant received by it. Parent shall have the right, to the DGCL extent reasonably practicable, to receive notice of and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands for and the exercise of such appraisal rights under the DGCL; provided, however, that the Stakeholder Representative shall have the right to direct all such negotiations and proceedings. The Company shall not, except Except with the prior written consent of Parent which will not be unreasonably withheld or delayed(1) the Stakeholder Representative, voluntarily make or agree to no other party hereto shall make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or offer to settle or settle settle, any such demandsdemands and (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 in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any other costs or expenses (including 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 Basket or the Minimum Claim Basket.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.02, Shares that are shares of Company Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Stock canceled in accordance with Section 2.02(b)) and which are held by stockholders a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercising exercised appraisal rights available under of such shares in accordance with Section 262 of the DGCL Delaware Law (such shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall only have such rights as are provided by Section 262 of Delaware Law; provided that if such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Stock shall be exchangeable for treated as if they had been converted as of the Effective Time into 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 Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and Consideration in accordance with Section 262 2.02(a), without interest thereon, upon surrender of the DGCL. If any such holder shall have failed to perfect Certificate formerly representing such share or shall have effectively withdrawn or lost transfer of such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receiveUncertificated Share, 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 interest, and subject to deduction for any required withholding Taxcase may be. The Company shall give provide Parent and Merger Sub (ia) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares of Company Stock, any withdrawal of any such demand and any other demand, notice, instrument delivered to rights the Company prior to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLEffective Time pursuant to Delaware Law that relate to such demand, and (iib) Parent shall have the opportunity and right to participate in direct all negotiations and proceedings with respect to such demands for and the exercise of appraisal rights under the DGCLapplicable provisions of Delaware Law. The Company shall not, except Except with the prior written consent of Parent which will Parent, or to the extent required by Applicable Law, the Company shall not be unreasonably withheld or delayed, voluntarily make or agree take any action with respect to make such demands (including making any material payment with respect to any demands for appraisals of capital stock of the Companyto, offer or offering to settle or settle settling or approving any withdrawal of, any such demands.

Dissenting Shares. Notwithstanding anything in any other provision of this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 who shall have not voted in favor of the DGCL Merger or consented thereto in writing and who properly shall have demanded payment of the fair value for such shares in accordance with the IBCA (collectively, the “Dissenting Dissenters’ Shares”) shall not be converted into or be exchangeable for represent the right to receive the Common Stock Merger Consideration. Such stockholders instead shall be entitled to receive payment of the fair value of such shares held by them in accordance with the provisions of the IBCA, unless and until such holders except that all Dissenters’ Shares held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or otherwise lost their rights to appraisal as dissenting stockholders under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares IBCA shall thereupon be deemed to have been converted into and to have become exchangeable only exchangeable, as of the Effective Time, for the right to receive, as without any interest thereon, the Common Stock Merger Consideration upon surrender in the manner provided in Section 2.7 of the later of certificate(s) that, immediately prior to the Effective Time and the time that Time, evidenced such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration, without interest, and subject to deduction for any required withholding Taxshares. The Company shall give Parent and Merger Sub Acquiror: (ia) prompt written notice of any written demands for appraisal payment of fair value of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL IBCA and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, stockholders’ dissenters’ rights; and (iib) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLIBCA consistent with the obligations of the Company thereunder. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedAcquiror, voluntarily make or agree to (i) make any material payment with respect to any demands for appraisals of capital stock of the Companysuch demand, (ii) offer to settle or settle any such demandsdemand for 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 accordance with the IBCA.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that the shares of New Core Common Stock which are issued and outstanding immediately prior to before the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 shareholders who shall not have voted such shares in favor of this Agreement, who shall have delivered to New Core a written notice of intent to demand payment of such shares in the manner provided in Sections 607.1301 through 607.1333 (collectively, the “Appraisal Statute”) and who shall have otherwise complied fully with all of the DGCL (requirements of the “Dissenting Shares”) Appraisal Statute shall not be converted into or be exchangeable for the right to receive the Merger Considerationconsideration provided in this Agreement; provided, unless however, that (a) each of such shares (herein referred to as the “Dissenting Shares”) shall nevertheless be cancelled and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under extinguished in accordance with this Agreement; (b) the DGCL. Holders holder of Dissenting Shares Shares, upon full compliance with the requirements of the Appraisal Statute, shall be entitled to payment of the appraised fair value of the Dissenting Shares held by them to the extent permitted by and such shares in accordance with Section 262 the provisions of the DGCL. If Appraisal Statute; and (c) in the event (i) any holder of Dissenting Shares shall subsequently withdraw such holder’s demand for appraisal of such shares in accordance with the provisions of the Appraisal Statute, or (ii) any holder of Dissenting Shares fails to perfect his or her appraisal rights by not fully complying with the provisions of the Appraisal Statute, such holder shall have failed to perfect or shall have effectively withdrawn or lost such forfeit the right to appraisal, appraisal of such holder’s Shares shares and such shares shall thereupon be deemed to have been converted into and to have become exchangeable only for the right to receive, as of receive 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 interest, and subject to deduction for any required withholding Tax. The Company consideration provided in this Agreement. (b) New Core shall give Parent and Merger Sub RDSI (i) prompt written notice of any written demands for appraisal of any Sharesshares of New Core Common Stock made under the Appraisal Statute, any withdrawals or attempted withdrawals of such demands and any other instruments served delivered pursuant to the DGCL Appraisal Statute and received by the Company New Core relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, Shares and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for the exercise of appraisal under the DGCLrights. The Company New Core shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedRDSI, voluntarily make or agree to make any material payment with respect to any demands for appraisals payment for shares of capital stock of New Core Common Stock under the Company, Appraisal Statute or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarycontrary (but subject to the provisions of this Section 2.3), Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who is entitled to demand and has properly exercising demanded appraisal rights available under for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist, and the holders of Dissenting Shares shall only be entitled to the rights granted to them under the DGCL with respect to such Dissenting Shares. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and shall be exchangeable solely 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 Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for 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 interest, interest and subject to deduction for any withholding of Taxes required withholding Taxby applicable Law as provided in Section 2.5, upon surrender of the Certificates or Book-Entry Shares that formerly evidenced such Shares in the manner provided in Section 2.2. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands Shares and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and Parent shall have the DGCL, right to direct and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands for appraisal under appraisal. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or offer to settle or compromise, or settle or compromise, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement No Person who has validly exercised such Person’s rights to dissent from the Merger pursuant to Section 238 of the Cayman Companies Law (the “Dissenter Rights”) shall be entitled to receive the Per Share Merger Consideration with respect to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held owned by stockholders properly exercising appraisal rights available under Section 262 of the DGCL such Person (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 Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or Person shall have effectively withdrawn or lost such right Person’s Dissenter Rights under the Cayman Companies Law. Each Person who has validly exercised, and not effectively withdrawn or lost his Dissenter Rights shall, in respect of his Dissenting Shares, be entitled to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable receive only for the right to receive, as payment of the later fair value of such Dissenting Shares resulting from and determined in accordance with the procedures in Section 238 of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration, without interest, and subject to deduction for any required withholding TaxCayman Companies Law. The Company shall promptly give Parent and Merger Sub (i) prompt copies of notices of objection, notices of dissent, any written notice of any demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and applicable Cayman Companies Law that are received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, Company shareholders’ Dissenter Rights and (ii) the opportunity to participate in direct or approve all offers, negotiations and proceedings any Proceedings with respect to demands for appraisal the exercise of Dissenter Rights under the DGCLCayman Companies Law. Any holders of Dissenting Shares who have effectively withdrawn or lost such holders’ Dissenter Rights under the Cayman Companies Law shall look to the Surviving Company (subject to abandoned property, escheat and similar Laws) for the Per Share Merger Consideration to which such holders are entitled, without any interest thereon. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals exercise of capital stock of the CompanyDissenter Rights, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and which are held by the stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who are entitled to demand and shall have properly exercising and validly demanded their statutory rights of appraisal rights available under in respect of such Company Shares in accordance with Section 262 of the DGCL (the collectively, “Dissenting Company Shares”) shall not be converted into into, or represent the right to receive, the Merger Consideration unless such stockholders fail to perfect, effectively withdraw or waive or otherwise lose the right to appraisal. Such Company Stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by the stockholders of the Company who shall have failed to perfect or who shall have effectively withdrawn or waived or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for for, as of the Effective Time, the right to receive 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 Dissenting Shares shall be entitled to payment without interest thereon, upon surrender of the appraised value of certificate or certificates that formerly evidenced such Company Shares in the Dissenting Shares held by them to the extent permitted by and manner provided in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for 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 interest, and subject to deduction for any required withholding Tax. 3.9. (b) The Company shall give Parent and Merger Sub (iA) prompt written notice of any demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating to rights to be paid the “fair value” in respect of Dissenting Shares, as provided in Section 262 of the DGCL, Company Shares and (iiB) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware Law in respect of Dissenting Company Shares. The Company shall not, and shall not agree to, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyappraisal, or settle or offer to settle or settle any such demandsdemands for payment, or waive any failure to timely deliver a written demand for appraisal or take any other action with respect to such demand, in respect of Dissenting Company Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, any Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a shareholder who did not vote in favor of the DGCL Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 351.455 of the MGBCL (the “Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration, but instead such holder shall be entitled only to such rights as are accorded under Section 351.455 of the MGBCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 351.455 of the MGBCL), 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 Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such its right to appraisalappraisal 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 and become exchangeable only for 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 expiredTime, the applicable Merger ConsiderationConsideration for each such Share, in accordance with Section 3.1, 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 demand for appraisal of any Shares, or attempted withdrawals withdrawal of such demands and any other instruments served pursuant to the DGCL and demand that is received by the Company relating to Company shareholders’ rights to be paid of appraisal. Parent shall have the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal by Company shareholders under the DGCLMGBCL. 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 which will Parent, not to be unreasonably withheld withheld, delayed or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsconditioned.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 3.2 hereof, Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of 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 . The holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled only to payment of the appraised value of the Dissenting Shares held such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right establish his entitlement to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger 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 demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (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 opportunity DGCL, or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall be treated as if it had been converted as of the Effective Time, into the right to receive the Merger Consideration, without interest thereon, from the Surviving Corporation as provided in Section 3.2 hereof. The Company shall give Mergeco prompt notice of any demands received by the Company for appraisal of shares, and Mergeco shall have the right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedMergeco, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising any holder who is entitled to appraisal rights available under Section 262 302A.471 of the DGCL MBCA, and who has properly exercised and perfected his or her demand for appraisal rights under Section 302A.473 of the MBCA (the “Dissenting SharesDissenter’s Rights”) ), shall not be converted into or be exchangeable for the represent a right to receive the Merger ConsiderationConsideration as provided in Section 3.1(b), unless and until but instead the holders of such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to the payment of the appraised fair value of the Dissenting Shares held by them to the extent permitted by and (including interest determined in accordance with Section 262 302A.473 of the DGCLMBCA) of such Dissenting Shares in accordance with its Dissenter’s Rights. If In such case, at the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except with respect to Dissenter’s Rights and as provided in the following sentence. Notwithstanding the foregoing, if any such holder shall have failed to perfect or shall have otherwise waived, effectively withdrawn or lost such his or her right to appraisalappraisal under the Dissenter’s Rights or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Dissenter’s Rights, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under the Dissenter’s Rights shall cease and such shares shall no longer be considered Dissenting Shares for purposes hereof and such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and into the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, receive the Merger Consideration, without interestany interest thereon, and subject to deduction for any required withholding Tax. as provided in Section 3.1(b). (b) The Company shall give Parent and Merger Sub (i) provide prompt written notice to Parent of any demands for appraisal by any holder of any Sharesshares of Company Common Stock, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights the Dissenter’s Rights, and, to be paid the “fair value” of Dissenting Sharesextent permitted by applicable Law, as provided in Section 262 of Parent shall have the DGCL, and (ii) the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent which will not be unreasonably withheld or delayedas otherwise required by an order of a Governmental Authority of competent jurisdiction, voluntarily make any payment with respect to, settle or agree offer to make settle any material payment such demands. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.2(a) to pay for Dissenting Shares shall be returned by the Paying Agent to Parent, upon demand; provided, that Parent shall remain liable to pay, or cause the Surviving Corporation to pay, the Merger Consideration with respect to any demands for appraisals shares of capital stock Company Common Stock covered by the third sentence of the Company, offer to settle or settle any such demandsSection 3.5(a).

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarySection 2.02, Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising appraisal rights available under Section 262 any shareholder who has delivered to the Company, prior to the Company Shareholders Meeting (as defined below), a written notice in accordance with Article 13 of the DGCL Georgia Law of such shareholder's intent to demand payment for such shareholder's Shares if the Merger is effected and who shall not have voted such Shares in favor of the approval and adoption of this Agreement (collectively, 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 such Dissenting Shares shall be entitled to payment of the appraised fair value of the such Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 the provisions of Article 13 of the DGCL. If any Georgia Law; provided, however, that if such shareholder waives such shareholder's right to demand payment under Article 13 of the Georgia Law or a court of competent jurisdiction determines that such shareholder is not entitled to the relief provided by said Article 13, then the right of such holder of Dissenting Shares to be paid the fair value of such shareholder's Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost cease and such right to appraisal, such holder’s Dissenting Shares shall thereupon be deemed to have been converted into and become exchangeable only for the right to receiveinto, as of the later of Effective Time, the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, receive the Merger Consideration, without interest, and subject to deduction for any required withholding Tax. interest thereon. (b) The Company shall give Parent Buyer and Merger Sub Subsidiary (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any notices or other instruments served pursuant to the DGCL and received by the Company relating pursuant to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 Article 13 of the DGCL, Georgia Law and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLpayment for Dissenting Shares. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedBuyer and Merger Subsidiary, voluntarily offer to make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, payment for Dissenting Shares or settle or offer to settle or settle any such demands. (c) Dissenting Shares, if any, shall be canceled after payments of fair value in respect thereto have been made to dissenting shareholders of the Company pursuant to the Georgia Law.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to as of the Effective Time and which that are held by stockholders any record holder who has not voted to approve the Certificate of Merger or consented thereto in writing and is otherwise entitled to demand, and who has properly exercising appraisal exercised, preserved and perfected dissenters' rights available under in accordance with Section 262 623 of the DGCL BCL (the “"Dissenting Shares”") shall not be converted into or be exchangeable for the right to receive the Merger ConsiderationConsideration but shall instead become the right to receive such consideration as may be determined to be due in respect of such Dissenting Shares pursuant to the BCL; provided, unless and until such holders however, that any holder of Dissenting Shares who shall have failed to perfect or shall have effectively withdrawn or lost their his dissenters' rights with respect to appraisal such Dissenting Shares, in each case under the DGCL. Holders of BCL, shall forfeit his dissenters' rights with respect to such Dissenting Shares, and such Dissenting Shares shall be entitled deemed to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be been converted into and become exchangeable only for 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 expiredTime, the Merger Consideration, Consideration without interest, upon surrender of the certificates representing such Shares in accordance with Section 1.08. Payments with respect to any Dissenting Shares will be made only as required by the BCL and subject will be made by the Surviving Corporation from its own separate funds. Notwithstanding anything to deduction for the contrary contained in this Section 1.07(a), if the Merger is rescinded or abandoned, then the right of any required withholding Tax. The shareholder to be paid the fair value of such shareholder's Dissenting Shares shall terminate. (b) Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal notices of intent to demand payment, any Shares, attempted withdrawals of such demands notices received by Company and any other related instruments served pursuant to the DGCL BCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLCompany, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal payment under the DGCLBCL. The Company shall not, except with the prior written consent of Parent (which consent will not be unreasonably withheld or delayedunreasonably), voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle appraisal or settle any such demandsnegotiate.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are any shares of Company Capital Stock held by stockholders properly exercising a holder who has not voted for the Merger, or who has not effectively withdrawn or lost such holder’s appraisal rights available under Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or be exchangeable for the represent a right to receive the Merger Considerationapplicable consideration for Company Capital Stock set forth in Section 1.6, unless and until but the holder thereof shall only be entitled to such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under as are provided by the DGCL. Holders . (b) Notwithstanding the provisions of Section 1.7(a), if any holder of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost such right to appraisal, otherwise) such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receiveappraisal or dissenter’s rights, then, as of the later of the Effective Time and the time that occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to appraisal shall have been irrevocably lostreceive the consideration for Company Capital Stock, withdrawn or expiredas applicable, the Merger Considerationset forth in Section 1.6, without interestinterest thereon, and subject to deduction for any required withholding Tax. upon surrender of the certificate representing such shares. (c) The Company shall give Parent and Merger Sub (i) prompt written notice of any demands written demand for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating pursuant to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 applicable provisions of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any such demands for appraisals of capital stock of the Company, or offer to settle or settle any such demands. Notwithstanding the foregoing, to the extent that Parent or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any other costs or expenses (including 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 10.2 the amount of such Dissenting Share Payments without regard to the Threshold Amount.

Dissenting Shares. (i) Notwithstanding anything contained in this Agreement to the contrary, no Shares that are issued and outstanding immediately prior to the Effective Time and Time, the holder of which are held by stockholders properly exercising appraisal rights available under Section 262 (A) has not voted in favor of the DGCL Merger or consented thereto in writing, (the “Dissenting Shares”B) 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 has demanded its rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have , and (C) has not effectively withdrawn or lost such its rights to appraisal (the “Dissenting Shares”), shall be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.1(a). By virtue of the Merger, all Dissenting Shares shall be cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the DGCL. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand. (ii) Notwithstanding the provisions of this Section 2.1(e), if any holder of Shares who demands appraisal shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receivethen, as of the later of the Effective Time and the time that 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 appraisal shall have been irrevocably lost, withdrawn or expired, receive the Merger Consideration, without interest, any interest thereon and subject to deduction for less any required withholding Tax. Taxes. (iii) The Company shall give Parent and Merger Sub (iA) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating which relate to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, any such demand for appraisal and (iiB) the opportunity reasonably to participate in direct all negotiations and proceedings (subject to the Company’s right to object to any actions or positions taken by Parent that it deems, in its sole discretion, unreasonable) with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which will shall not be unreasonably withheld or delayed), voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued no Share, the holder of which shall be entitled to assert, and outstanding immediately prior to shall have complied with the Effective Time and which are held by stockholders properly exercising appraisal rights available under provisions of Section 262 of the DGCL as to, dissenter's rights (the “a "Dissenting Shares”) Share"), shall not be deemed converted into or be exchangeable for and to represent the right to receive Merger Consideration hereunder, and 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 Dissenting Shares Shares, if any, shall be entitled to payment payment, solely from the Surviving Corporation, of the appraised value of the such Dissenting Shares held by them to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL. If ; provided, however, that (i) if any holder of Dissenting Shares shall, under the circumstances permitted by the DGCL, subsequently deliver a written withdrawal of his or her demand for appraisal of such Dissenting Shares, or (ii) if any holder fails to establish his or her entitlement to rights to payment as provided in such Section 262, or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation has filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in such Section 262, such holder or holders (as the case may be) shall have failed to perfect or shall have effectively withdrawn or lost forfeit such right to appraisalpayment for such Dissenting Shares pursuant to such Section 262, and each such holder’s Shares Share shall not be considered a Dissenting Share but shall thereupon be converted into into, and become exchangeable only for the right to receivetreated as, 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 interesta Non-Election Share in accordance with, and subject to deduction for any required withholding Taxthe provisions of, this Article IV. The Company shall give Parent and Merger Sub (iX) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating to shareholders' rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, appraisal and (iiY) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the CompanyShares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are any shares of Company Capital Stock held by stockholders properly exercising a holder who has not voted for the Merger, or who has not effectively withdrawn or lost such holder’s appraisal rights available under Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or be exchangeable for the represent a right to receive the Merger Considerationapplicable consideration for Company Capital Stock set forth in Section 1.6 hereof, unless and until but the holder thereof shall only be entitled to such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under as are provided by the DGCL. Holders . (b) Notwithstanding the provisions of Section 1.7(a) hereof, if any holder of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost such right to appraisal, otherwise) such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receiveappraisal or dissenter’s rights, then, as of the later of the Effective Time and the time that occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to appraisal shall have been irrevocably lostreceive the consideration for Company Capital Stock, withdrawn or expiredas applicable, the Merger Considerationset forth in Section 1.6 hereof, without interestinterest thereon, and subject to deduction for any required withholding Tax. upon surrender of the certificate representing such shares. (c) The Company shall give Parent and Merger Sub (i) prompt written notice of any demands written demand for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating pursuant to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 applicable provisions of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any such demands for appraisals of capital stock of the Company, or offer to settle or settle any such demands. Notwithstanding the foregoing, to the extent that Parent or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any other costs or expenses (including 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 Threshold Amount (as defined in Section 7.5(a) hereof).

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising any record holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal rights available under in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger ConsiderationConsideration but shall be canceled and terminated and shall cease to have any rights with respect to Dissenting Shares other than such rights as are granted pursuant to Section 262 of the DGCL; provided, unless and until such holders however, that any holder of Dissenting Shares who shall have failed to perfect or shall have effectively withdrawn or lost their his rights to appraisal of such Dissenting Shares, in each case under the DGCL. Holders , shall forfeit the right to appraisal of such Dissenting Shares, and such Dissenting Shares shall be entitled deemed to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be been converted into and become exchangeable only for 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 expiredTime, the Merger Consideration, Consideration without interest. Notwithstanding anything to the contrary contained in this Section 3.9, and subject if the Merger is rescinded or abandoned, then the right of any stockholder to deduction for any required withholding Taxbe paid the fair value of such stockholder’s Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the DGCL with respect to holders of Dissenting Shares. (b) The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of appraisal, any Shares, attempted withdrawals of such demands received by the Company and any other related instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLCompany, and (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyappraisal or negotiate, offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares but only to the extent required by the DGCL, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 Shareholders who comply with all the provisions of the DGCL concerning the right of Shareholders to dissent from the Merger and require appraisal of their shares of Common Stock (the “"Dissenting Shares”Shareholders") shall not be converted into or be exchangeable for the right to receive the Merger ConsiderationConsideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the law of the State of Delaware; provided, unless however, that (i) if any Dissenting Shareholder shall subsequently deliver a written withdrawal of his or her demand for appraisal (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or (ii) if any Dissenting Shareholder fails to establish and until such holders shall have failed to perfect his or shall have effectively withdrawn or lost their rights her entitlement to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment rights as provided by applicable law, or (iii) if within 120 days of the appraised Effective 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 Dissenting Shares Effective Time and held by them to the extent permitted by and Dissenting Shareholders in accordance with Section 262 of applicable law, then such Dissenting Shareholder or Shareholders, as the DGCL. If any such holder case may be, shall have failed to perfect or shall have effectively withdrawn or lost such forfeit the right to appraisal, appraisal of such holder’s Shares shares and such shares shall thereupon be deemed to have been converted into and become exchangeable only for 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 expiredTime, the Merger Consideration, without interest, and subject to deduction for any required withholding Tax. The Company shall give Parent the Parent, Acquisition and Merger Sub (i) the Shareholders' Representative prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of any Shares, attempted withdrawals of such demands and any other related instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLCompany, and (ii) shall give the Shareholders' Representative, after consultation with the Parent, the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. The Company shall will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of the Parent which will not be unreasonably withheld and the Shareholders' Representative, settle or delayedoffer to settle any demand for an 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, voluntarily make or agree the Surviving Corporation is ordered to make any material payment with in respect to of any demands for appraisals of capital stock of the Company, offer to settle or settle shares of Common Stock of any Dissenting Shareholder in an amount in excess of the product of (A) the number of any such demandsshares of any such Dissenting Stockholder and (B) the per share Merger 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 demand for and the implementation and conduct of such proceedings.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares that which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under holders who shall have complied with the provisions of Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until holders of such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to receive payment of the appraised fair value of the such Dissenting Shares held by them to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL, unless and until the applicable holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment of the fair value of such holder’s Shares under Section 262 of the DGCL. If If, after the Effective Time, any such holder shall have failed fails to perfect comply with the provisions of Section 262 of the DGCL or shall have effectively withdrawn withdraws or lost loses such right to appraisalright, such holder’s Dissenting Shares shall thereupon be treated as if they had been converted at the Effective Time into and become exchangeable only for 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, receive the Merger Consideration. Notwithstanding anything to the contrary contained in this Section 3.3, without interestif this Agreement is terminated prior to the Effective Time, and subject then the right of any holder of Shares to deduction for any required withholding Taxbe paid the fair value of such holder’s Dissenting Shares pursuant to Section 262 of the DGCL shall cease. The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and Shares received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in under Section 262 of the DGCL, and (ii) shall give Parent the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to (i) make any material payment with respect to any such demands for appraisals of capital stock of the Companyappraisal, (ii) offer to settle or settle any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL or (iv) agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and shares of Company Common Stock outstanding immediately prior to the Effective Time and which are held owned by stockholders a holder who is entitled to demand and has properly exercising demanded appraisal rights available under of such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (the such shares, “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive Longview Common Stock, and shall instead represent the Merger Consideration, unless right to receive payment of the fair value of such Dissenting Shares in accordance with and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the extent provided by Section 262 of the DGCL. Holders 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 payment of the appraised value of the Dissenting Shares held by such rights as may be granted to them to the extent permitted by and in accordance with Section 262 of under the DGCL. If any such holder shall have failed fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost such right to appraisal, loses such holder’s right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be converted into and become exchangeable only for the right deemed to receivehave been converted, as of the later of Effective Time, into the Effective Time and the time that such right to receive Longview Common Stock upon the terms and conditions set forth in this Agreement applicable to holders that have not properly demanded appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration, without interest, and subject to deduction for any required withholding Taxrights. The Company shall give Parent Longview prompt notice (and Merger Sub (iin any event within two Business Days) prompt written notice of any demands received by the Company for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and Longview shall have the DGCL, and (ii) the opportunity right to participate in and, following the Effective Time, direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedLongview, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which that are held of record by stockholders holders who have not approved the Merger and who have properly exercising appraisal exercised dissenters’ rights available under Section 262 in accordance with Sections 302A.471 and 302A.473 of the DGCL MBCA (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such instead shall be canceled and cease to have any rights, except that the holders thereof shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under be entitled to, and the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable represent only for the right to receive, as payment of the later fair value (including interest determined in accordance with Section 302A.473 of the Effective Time MBCA) of such Dissenting Shares in accordance with the provisions of Sections 302A.471 and 302A.473 of the time MBCA; provided, however, that (i) if such a holder fails to properly exercise dissenters’ rights with respect to his, her or its Shares in accordance with Sections 302A.471 and 302A.473 of the MBCA or, after making a demand for dissenters’ rights, subsequently delivers an effective written withdrawal of such demand, or fails to establish his, her or its entitlement to dissenters’ rights as provided in Sections 302A.471 and 302A.473 of the MBCA, if so required, or (ii) if a court shall determine that such holder is not entitled to receive payment for his, her or its Dissenting Shares or such holder shall otherwise lose his, her or its dissenters’ rights, then, in any such case, each Share held of record by such holder or holders shall automatically be converted into and represent only the right to appraisal shall have been irrevocably lost, withdrawn or expired, receive the Merger Consideration, without interest, and subject to deduction Consideration set forth for any required withholding Tax. such Share in Section 2.1 upon surrender of the Certificate or transfer of the Uncertificated Share representing such Share. (b) The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal written notice received by the Company of the intent of any holder of Shares to demand the fair value of any Shares, attempted any written demand for appraisal, any withdrawals of such demands thereof and any other instruments served or demands made pursuant to Section 302A.473 of the DGCL MBCA and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands, except as required by applicable Law. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedas otherwise required by an Order, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, fair value for Dissenting Shares or offer to settle or settle negotiate any such demandsdemands or extend or waive the deadline or other time period applicable to any dissenters’ rights; provided, however, that the Company shall give Parent advance written notice of the requirement to make any payment pursuant to an Order prior to making such payment.

Dissenting Shares. Notwithstanding anything herein to the contrary in this Agreement to the contraryAgreement, CTPI Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who has not voted in favor of the Merger or consented thereto and who properly exercising demands in writing appraisal rights available under of such CTPI Shares in accordance with Section 262 of the DGCL Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (the “"Dissenting Shares”) "), shall not be converted into or be exchangeable for represent the right to receive the Merger ConsiderationConsideration therefor. In lieu thereof, unless and until such holders stockholders shall be entitled to receive payment of the appraised value of such CTPI Shares held by them in accordance with the provisions of Section 262 of the Delaware Code, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such securities under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be deemed to have been converted into and become exchangeable only for into, as of the Effective Time, the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such CTPI Shares. CTPI shall take all actions required to be taken by it in accordance with Section 262(d)(1) of the Delaware Code with respect to the holders of CTPI Shares as of the later record date for the CTPI Stockholders Meeting (as defined in Section 4.2(a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d)(2) of the Delaware Code with respect to all holders of record, as of the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration, without interest, and subject to deduction for any required withholding Taxof CTPI Shares. The Company CTPI shall give Parent and Merger Sub (i) Franklin prompt written notice of any demands for appraisal of any received by CTPI with respect to CTPI Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Delaware law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLCTPI, and (ii) Franklin shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Company Effective Time, CTPI shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedFranklin, voluntarily make or agree to make any material payment payments with respect to any demands for appraisals of capital stock of the Companyappraisal, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising appraisal rights available under Section 262 a Company Stockholder who has not voted in favor of the DGCL Merger or consented thereto in writing and who shall have properly demanded in writing the payment of the fair value (as defined in NRS 92A.320) for such shares of Common Stock under NRS 92A.300 through 92A.500 (each, a “Dissenting Share,” and collectively, the “Dissenting Shares”) ), to the extent that such rights were not otherwise waived by such Company Stockholder, shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration, unless and Consideration Common Stock until such holders time as all rights and remedies are exercised pursuant to NRS Chapter 92A and, in any event, such Dissenting Stockholder shall be entitled only to such rights as are granted by the NRS; provided, however, that if such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or otherwise lost their such Dissenting Stockholder’s rights to appraisal under the DGCL. Holders NRS 92A.300 through 92A.500, each such share of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares Company Capital Stock held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares Company Stockholder shall thereupon be deemed to have been converted into and to have become exchangeable only for for, 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 expiredwithout any interest thereon, the Merger Consideration, without interestConsideration Common Stock in accordance with this Article 3 upon the surrender of its stock certificate and execution and delivery of a Letter of Transmittal, and subject to deduction for any required withholding Taxsuch share of Company Capital Stock will no longer be a Dissenting Share. The Company shall give Parent and Merger Sub comply in all respects with the applicable provisions of NRS 92A.300 through 92A.500. The Stockholders’ Representative (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 on behalf of the DGCL, and (iiIndemnifying Stockholders) shall have the opportunity right to participate in direct all negotiations and proceedings with respect to such demands for appraisal under the DGCLNevada Act. The Company shall not, except with send out the prior written consent of Parent notice required by NRS 92A.430 by overnight courier immediately after the Closing and such notice shall set the date by which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material the Company must receive demand for payment with respect to any demands for appraisals of capital stock of on the Company, offer to settle or settle any such demandsdate which is exactly thirty (30) days after the date the notice is delivered.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder or beneficial holder that or who is entitled to demand and has properly exercising demanded appraisal rights available under for such Shares in accordance with, and that or who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such Shares) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed instead represent the right to perfect or shall have effectively withdrawn or lost their rights to appraisal under receive only the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held provided by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed or beneficial holder fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost such loses his, her or its right to appraisalappraisal under Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder’s holder or beneficial holder to receive such payment in respect of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be converted deemed to have been converted, as of the Effective Time, into and become shall be exchangeable only solely for 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, receive the Merger Consideration, without interest, Consideration and subject to deduction for any required withholding Taxshall no longer be Dissenting Shares. The Company shall give Parent prompt notice and Merger Sub (i) prompt written notice copies of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and Parent shall have the DGCL, and (ii) the opportunity right to participate in and direct all negotiations and proceedings Actions with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such demands, approve any withdrawal of any such demands or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, Shares that are no shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and in respect of which are held by stockholders properly exercising appraisal rights available under Section 262 of 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 Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and been perfected in accordance with Section 262 of the DGCL. If any such holder DGCL in connection with the Merger (collectively, “Dissenting Shares”) shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into a right to receive that portion of the Merger Consideration otherwise payable to the holder of such Dissenting Shares as provided in Section 2.1(a), but shall instead be cancelled and become exchangeable only for represent the right to receivereceive the “fair value” of such Dissenting Shares as determined pursuant to the DGCL. Each holder of Dissenting Shares who, as pursuant to the provisions of the later DGCL, becomes and remains entitled to payment of the Effective Time and fair value of such shares shall receive payment therefor in accordance with the time that such right to appraisal DGCL (but only after the value therefor shall have been irrevocably lostfinally determined pursuant to the DGCL). In the event that any holder of Company Common Stock fails to make an effective demand for, withdrawn or expiredproperly withdraws its demand for, appraisal of such Dissenting Shares or fails to perfect its appraisal rights as to its shares of Company Common Stock or otherwise lose their status as Dissenting Shares, then any such shares shall be converted into the right to receive the Merger ConsiderationConsideration issuable pursuant to Section 2.1(a) in respect of such shares as if such shares had never been Dissenting Shares, without interest, in accordance with and subject to deduction for any required withholding Taxfollowing the satisfaction of the applicable requirements and conditions set forth in Section 2.2. The Company shall give Parent prompt notice of (and Merger Sub in no event more than two (2) Business Days after) (i) prompt written notice receipt of any demands demand by the Company for appraisal of any Shares, attempted withdrawals of such demands Company Common Stock (and any other instruments served pursuant to the DGCL and received by the Company relating shall give Parent the right to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for any such demand) or (ii) any notice of exercise by any holder of Company Common Stock of appraisal under rights in accordance with the DGCL. The Company shall notagrees that, except with the Parent’s prior written consent of Parent which will consent, it shall not be unreasonably withheld or delayed, voluntarily make any payment or agree offer to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demandsdemand for appraisal or exercise of appraisal rights.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Shares shares of American Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by American stockholders properly exercising appraisal rights available under Section 262 who shall have not voted in favor of the DGCL (the “Dissenting Shares”) shall not be converted into Merger or be exchangeable for the right to receive the Merger Consideration, unless consented thereto in writing 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 Dissenting Shares who shall be entitled to payment and shall have demanded properly in writing appraisal rights for such shares of the appraised value of the Dissenting Shares held by them to the extent permitted by and American Common Stock in accordance with Section 262 of the DGCLDCL and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, the "Dissenting Shares"), shall not be converted into or represent the right to receive the Merger Consideration payable in respect of each share of American Common Stock represented thereby. If any Such American stockholders shall be entitled to receive payment of the appraised value of such holder shares of American Common Stock held by them in accordance with the provisions of the DCL; provided, however, that all Dissenting Shares held by American stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn withdrawn, forfeited or lost their appraisal rights with respect to such right to appraisal, such holder’s Shares shares of American Common Stock under the DCL shall thereupon be deemed to have been converted into and to have become exchangeable only for for, 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 expiredwithout any interest thereon, the Merger ConsiderationConsideration upon surrender, without interestin the manner provided in Section 3.2, and subject of the Certificates with respect to deduction for any required withholding Tax. The Company such shares. (b) American shall give Parent and Merger Sub (i) Mergeparty prompt written notice of any demands for appraisal of any Sharesrights received by it, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL DCL and received by the Company American and relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) thereto. American shall give Mergeparty the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal rights under the DGCLprovisions of the DCL. The Company American shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedMergeparty, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyappraisal rights, or offer to settle settle, or settle settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders any holder who has not voted in favor of the Merger and who is entitled to demand and who properly exercising demands appraisal rights available under of such Shares pursuant to Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, unless and until such holders holder shall have failed to perfect perfect, or shall have effectively withdrawn or lost their rights lost, such holder’s right to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and treated in accordance with Section 262 of the DGCL. If any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost loses any such right to appraisal, each such holder’s Shares Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have has been irrevocably lost, withdrawn or expired, the Per Share Merger Consideration, without interest, and subject to deduction for any required withholding TaxConsideration in accordance with this Article. The Company shall give serve prompt notice to Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLappraisal, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent which will not Parent, make any payment with respect to, settle or offer to settle, or approve any withdrawal of, any such demands, or waive any failure by any holder of Company Common Stock to timely deliver a written demand for appraisal or the taking of any other action by any such holder as may be unreasonably withheld or delayednecessary to perfect appraisal rights under the DGCL, voluntarily make or agree to make do any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsforegoing.

Dissenting Shares. (i) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued each outstanding share of Company Common Stock, Preferred Stock and outstanding immediately prior Senior Preferred Stock, the holder of which has not voted in favor of the Merger, has perfected such holder’s right to an appraisal of such holder’s shares in accordance with the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 applicable provisions of the DGCL (the “Dissenting Shares”) shall and has 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 Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalappraisal or is entitled to and properly exercises dissenters rights pursuant to, such holder’s Shares and complies with, Chapter 13 of the CGCL (each, a “Dissenting Share”), shall thereupon not be converted into and become exchangeable only for or represent the right to receivereceive Parent Shares and cash pursuant to Section 2.01(c) and such number of Parent Shares and cash shall revert to Parent, but the holder thereof shall be entitled only to such rights as are granted by the applicable provisions of the DGCL and the CGCL; provided, however, that any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the DGCL, shall be deemed to be converted into, as of the later of Effective Time, the Effective Time and the time that such right to appraisal shall have been irrevocably lostreceive the appropriate number of Parent Shares and cash, withdrawn or expiredas the case may be, the Merger Consideration, without interest, and subject pursuant to deduction for any required withholding Tax. Section 2.01(c). (ii) The Company shall give Parent and Merger Sub (ix) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the applicable provisions of the DGCL and or CGCL relating to the appraisal process received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iiy) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLDGCL or CGCL, as applicable. The Company shall will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent which will not be unreasonably withheld Parent, settle or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarycontrary contained herein, Shares to the extent required by the DGCL, any shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which are held by stockholders the holders thereof have not voted in favor of the adoption of this Agreement and have properly exercising demanded appraisal rights available under in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (the collectively, “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger ConsiderationConsideration as provided in Section 2.1, 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 Dissenting Shares shall be entitled only to payment of the appraised value of the Dissenting Shares held such rights and payments as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If ; provided, however, that if any such holder shall have failed to effectively waive, withdraw, not properly demand or perfect or shall have effectively withdrawn or lost such right to appraisal, 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 and become exchangeable only for the right to receivereceive the Merger Consideration as provided in Section 2.1, without interest and after giving effect to any required Tax withholdings as of the later of provided herein, and such holder thereof shall cease to have any other rights with respect thereto. At the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger 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 demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting SharesShares shall cease to have any rights with respect thereto, as except the rights provided in Section 262 of the DGCLDGCL and as provided in the previous sentence. (b) The Company shall give Parent prompt notice of any written notices received by the Company prior to the Effective Time with respect to any intent to demand or written demands for appraisal with respect to any shares of Common Stock, attempts to withdraw such notices or demands and (ii) any other instruments or notices served pursuant to Section 262 of the opportunity DGCL or other applicable Law relating to participate in stockholders’ appraisal rights. Parent shall have the right to control all negotiations and proceedings with respect to demands for the exercise of appraisal rights under Section 262 of the DGCLDGCL or other applicable Law relating to stockholders’ appraisal rights. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedas otherwise required by an Order of a Governmental Entity of competent jurisdiction, voluntarily make or agree to make any material payment or other commitment with respect to any such demands for appraisals of capital stock of the Companyappraisal, offer to settle or settle any such demands or approve any withdrawal, resolution or settlement of any such demands.

Dissenting Shares. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, Shares that are no shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and in respect of which are held by stockholders properly exercising appraisal rights available under Section 262 of 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 Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and been perfected in accordance with Section 262 of the DGCL. If any such holder DGCL in connection with the Merger (collectively, “Dissenting Shares”) shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for a right to receive that portion of the Merger Consideration otherwise payable to the holder of such Dissenting Shares as provided in Section 2.1(a), but shall instead be converted into the right to receivereceive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL. Each holder of Dissenting Shares who, as pursuant to the provisions of the later DGCL, becomes entitled to payment of the Effective Time and fair value of such shares shall receive payment therefor in accordance with the time that such right to appraisal DGCL (but only after the value therefor shall have been irrevocably lostagreed 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 otherwise lose their status as Dissenting Shares, withdrawn or expired, then any such shares shall be converted into the right to receive the Merger ConsiderationConsideration issuable pursuant to Section 2.1(a) in respect of such shares as if such shares had never been Dissenting Shares, without interest, in accordance with and subject to deduction for any required withholding Taxfollowing the satisfaction of the applicable requirements and conditions set forth in Section 2.2. The Company shall give Parent prompt notice (and Merger Sub in no event more than two Business Days) of (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and demand received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 of the DGCL, Company Common Stock (and (ii) shall give Parent the opportunity to participate in all negotiations and proceedings with respect to demands for any such demand) or (ii) any notice of exercise by any holder of Company Common Stock of appraisal under rights in accordance with the DGCL. The Company shall notagrees that, except with the Parent’s prior written consent of Parent which will consent, it shall not be unreasonably withheld or delayed, voluntarily make any payment or agree offer to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demandsdemand for appraisal or exercise of appraisal rights.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and shares of SRA Common Stock outstanding immediately prior to the First Merger Effective Time and which are held by stockholders a SRA Stockholder who is entitled to demand and has properly exercising demanded appraisal rights available under for such shares of SRA Common Stock in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, unless and until such holders shall have failed instead represent the right to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to receive payment of the appraised fair value of the such Dissenting Shares held by them in accordance with and to the extent permitted provided by and in accordance with Section 262 of the DGCL. If any such holder shall have failed SRA Stockholder fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost such loses his right to appraisalappraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder’s SRA Stockholder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be converted deemed to have been converted, as of the First Merger Effective Time, into and become shall be exchangeable only solely for the right to receive, as of receive the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Per Share Merger Consideration, without interest, interest and subject to deduction for any withholding of Taxes required withholding Taxby applicable Law in accordance with Section 3.8(c). The Company SRA shall give Parent CSC and Merger Sub (i) Computer Sciences GS prompt written notice of any demands received by SRA for appraisal of any Sharesshares of SRA Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company SRA relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and CSC and Computer Sciences GS shall have the DGCL, and (ii) the opportunity right to participate in and to control all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Company First Merger Effective Time, SRA shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedCSC and Computer Sciences GS, voluntarily make or agree to make any material payment (unless required by Law) with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and Parent shall not be obligated to deliver any Merger Consideration to any stockholder of the Company with respect to any shares of Company Common Stock outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising a stockholder who is eligible to demand and perfect dissenter’s rights of appraisal rights available under in accordance with Section 262 et seq. of the DGCL and who has not effectively withdrawn or lost such holder’s right to such appraisal. To the extent that Section 262 et seq. of the DGCL provides for dissenter’s rights for any such shares of Company Common Stock in the Merger (the each, a “Dissenting SharesShare”) ), such Dissenting Shares shall not be converted into or be exchangeable for the right to receive the applicable Merger ConsiderationConsideration as provided above, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses such holder’s right to appraisal and payment under Section 262 et seq. of the DGCL, but the holder thereof shall only be entitled to such rights as are granted by Section 262 et seq. of the DGCL and shall not be entitled to vote or to exercise any other rights of a stockholder of the Company except as provided by Section 262 et seq. of the DGCL. Holders Each holder of Dissenting Shares shall be who becomes entitled to payment therefor pursuant to Section 262 et seq. of the appraised value of DGCL shall receive such payment from the Dissenting Shares held by them to the extent permitted by and Surviving Corporation in accordance with Section 262 et seq. of the DGCL. If If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost loses such holder’s right to appraisaldissent, such holder’s Dissenting Shares shall thereupon be treated as if they had been converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and into the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, receive the applicable Merger Consideration, if any, to which such holder is entitled, without interest, and subject to deduction for any required withholding Taxinterest or dividends thereon. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal notices of any Sharesintent to demand payment received by the Company, attempted withdrawals of such demands demands, and any other instruments instrument served pursuant to Section 262 et seq. of the DGCL and received by the Company relating Company. Parent shall be entitled to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrarycontrary other than Section 2.10(b), Shares that are issued any shares of Company Common Stock held by a holder who has demanded and outstanding immediately prior to perfected dissenters’ rights for such shares in accordance with the provisions of Section 23B.13 of Washington Law and who, as of the Effective Time and which are held by stockholders properly exercising appraisal Time, has not effectively withdrawn or lost such dissenters’ rights available under Section 262 of the DGCL (collectively, the “Dissenting Shares”) ), shall not be converted into or represent a right to receive the applicable consideration for Company Common Stock set forth in Section 2.1, but instead shall be exchangeable for converted into the right to receive only such consideration as may be determined to be due with respect to such Dissenting Shares under Washington Law. From and after the Merger ConsiderationEffective Time, 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 a holder of Dissenting Shares shall not be entitled to payment exercise any of the appraised value voting rights or other rights of a stockholder of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 Surviving Corporation nor of a stockholder of the DGCL. If Parent. (b) Notwithstanding the provisions of Section 2.10(a), if any holder of shares of Company Common Stock who demands dissenters’ rights for such holder shares under Washington Law shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for otherwise) the right to receivedissent with respect to such shares, then, as of the later of the Effective Time and the time that 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 appraisal shall have been irrevocably lostreceive the consideration for Company Common Stock, withdrawn or expiredas applicable, the Merger Considerationset forth in Section 2.1, without interestinterest thereon, and subject to deduction for any required withholding Tax. upon surrender of the certificate representing such shares. (c) The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal dissenters’ rights of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL Washington Law and received by the Company relating which relate to any such demand for dissenters’ rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal dissenters’ rights under the DGCLWashington Law. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any such demands for appraisals of capital stock of the Company, or offer to settle or settle any such demands. Any communication to be made by the Company to any holder of Company Common Stock with respect to such demands shall be prepared in advance in cooperation with Parent.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly exercising in writing an appraisal for such Company Shares in accordance with Section 262 of the DGCL and not effectively withdrawn or lost their rights available to appraisal of such Company Shares under Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall not be converted into or represent the right to receive the Merger Consideration. From and after the Effective Time, a holder of Dissenting Company Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. Such stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Company Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 shall thereupon be deemed Table of Contents to have been converted into and to have become exchangeable for for, as of the Effective Time, 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 without any interest thereon, upon surrender, in the DGCL. Holders of Dissenting Shares shall be entitled to payment manner provided in Section 2.9, of the appraised value of the Certificate or Certificates that formerly evidenced such Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for 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 interest, and subject to deduction for any required withholding Tax. Company Shares. (b) The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands demands, and any other instruments served pursuant instruments, notices, petitions, or other communications received from stockholders or provided to the DGCL and received stockholders by the Company relating with respect to rights any Dissenting Company Shares or shares claimed to be paid the “fair value” of Dissenting Company Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Payment of any amount payable to the holders of Dissenting Company Shares shall be the obligation of the Company. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything (a) Company Shares held as of the Effective Time by a Company Stockholder who has not voted such Company Shares in favor of the adoption of this Agreement and with respect to which appraisal shall have been duly demanded and perfected in accordance with Section 262 of the contrary, Shares that are issued DGCL and outstanding immediately not effectively withdrawn or forfeited prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) ), shall not be converted into or be exchangeable for represent 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 Dissenting Shares but shall be entitled converted into the right to payment of receive from the Surviving Corporation the appraised value of the such Dissenting Shares held by them to the extent permitted by and as determined in accordance with Section 262 of the DGCL. If any such a holder shall have failed of Dissenting Shares (a “Dissenting Stockholder”) fails to perfect perfect, forfeits, withdraws or shall have effectively withdrawn otherwise loses his, her or lost such its right to appraisalappraisal of Dissenting Shares in accordance with the DGCL, then, (i) as of the occurrence of such event, such holder’s Dissenting Shares shall thereupon cease to be converted into Dissenting Shares and become exchangeable only for the right to receiveshall automatically be cancelled, extinguished and converted, as of the later of Effective Time, into and represent the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, receive the Merger Consideration, without interestConsideration payable in respect of such Company Shares pursuant to Section 1.7, and subject (ii) promptly following the occurrence of such event, Buyer or the Surviving Corporation shall deliver to deduction for any required withholding Tax. such Company Stockholder a payment representing the Merger Consideration to which such holder is entitled pursuant to Section 1.7. (b) The Company shall give Parent and Merger Sub Buyer (i) prompt written notice of any written demands for appraisal of any Company Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant that relate to the DGCL and such demands received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except as required by Law or with the prior written consent of Parent which will not be unreasonably withheld or delayedBuyer, voluntarily make or agree to make any material payment with respect to any demands for appraisals appraisal of capital stock of the CompanyCompany Shares, offer to settle or settle any such demands, or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Colonial Common Shares that are issued and outstanding immediately prior to the Parent Merger Effective Time and which that are held by stockholders any Person who is entitled to dissent and properly exercising perfects such Person’s dissenters’ rights of appraisal rights available under Section 262 of the DGCL with respect to such Colonial Common Shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, Section 10A-2-13.01 et seq. of the ABNEC (“ABNEC Article 13”) shall not be converted into or be exchangeable for shares of MAA Common Stock as provided in Section 3.1(b), but rather 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 Dissenting Shares shall be entitled to payment by MAA of the appraised value “fair value” (as defined in ABNEC Article 13) of the such Dissenting Shares held by them to the extent permitted by and plus accrued interest in accordance with Section 262 of the DGCL. If ABNEC Article 13; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost such lose the right to appraisaldissent under ABNEC Article 13, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted into as of the Parent Merger Effective Time into, and shall have become exchangeable only solely for the right to receive, as shares 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 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 demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, MAA Common Stock as provided in Section 262 3.1(b). Colonial shall serve prompt written notice to MAA of the DGCLany demand received by Colonial from a holder of Colonial Common Shares pursuant to Section 13.21 of ABNEC Article 13, and (ii) MAA shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under any such demand. Prior to the DGCL. The Company Parent Merger Effective Time, Colonial shall not, except with without the prior written consent of Parent which will MAA (not to be unreasonably withheld withheld, delayed or delayedconditioned), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to make do any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to Shares of capital stock of the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are Company held by stockholders of the Company who have properly exercising exercised and preserved appraisal rights available under with respect to those shares in accordance with Section 262 92A.440 of the DGCL NRS (the “Dissenting Shares”) shall not be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.1(c) above, but the holders thereof shall be exchangeable entitled only to such rights as are granted by Section 92A.440 of the NRS. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 92A.440 of the NRS shall receive payment therefor from the Surviving Corporation in accordance with such laws; provided, however, that if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment of such shares under Section 92A.440 of the NRS, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and each such share shall thereupon be deemed to have been canceled, extinguished and exchanged, as of the Effective Time, into and represent 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 DGCLConsideration as provided in Section 2.1(c) above. Holders Any payments in respect of Dissenting Shares shall will be entitled to payment of made by the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for 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 interest, and subject to deduction for any required withholding TaxSurviving Corporation. The Company shall give prompt notice to Parent and Merger Sub (i) prompt written notice of any written demands received by the Company for appraisal payment of the fair value (as defined in NRS 92A.320) in respect of any Shares, shares of Company Common Stock and attempted withdrawals of such demands and any other instruments served pursuant to the DGCL NRS 92A.440 and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLCompany, and (ii) Parent shall have the opportunity right to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock shares of the CompanyCompany Common Stock, offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who is entitled to demand and has properly exercising demanded appraisal rights available under for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, 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 instead represent the right to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to receive payment of the appraised fair value of the such Dissenting Shares held by them in accordance with and to the extent permitted provided by and in accordance with Section 262 of the DGCL. If any such holder shall have failed fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost such loses his right to appraisalappraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder’s holder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be converted deemed to have been converted, as of the Effective Time, into and become shall be exchangeable only solely for 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, receive the Merger 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 received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and Parent shall have the DGCL, and (ii) the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such 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, 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 262(h) of the DGCL.