Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a right to receive Broadcom Common Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) The Company shall give Broadcom (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with the California Code Delaware Law (including but not limited to Section 262 thereof) and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a the right to receive Broadcom Common Stock the Merger Consideration pursuant to Section 1.62.9, but the holder thereof shall only be entitled to only such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(a2.7(a), if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Code Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration as provided in Section 1.62.9(a), without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Shares pursuant to Section 1.112.11 hereof. (c) The Company shall give Broadcom the Purchaser (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Delaware Law received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDelaware Law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock the Purchaser, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with Section 1302 of the California Code Iowa Act and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.62.1, but the holder thereof shall only be entitled to only such rights in respect thereof as are granted by Section 1302 of the California CodeIowa Act. (b) Notwithstanding the provisions of subsection (a) of this Section 1.10(a)2.2, if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Code Iowa Act shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.62.1(a), without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares Shares in accordance with Section 1.112.3. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Iowa Act received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeIowa Act. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Parent, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who has demanded and perfected appraisal rights his demand for such shares payment for his Shares in accordance with Article 13 of the California Code GBCC and who, as of the Effective Time, Time has not effectively neither withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a right to receive Broadcom Common Stock the Merger Consideration pursuant to Section 1.61.8, but the holder thereof shall only be entitled to only such rights as are granted by the California CodeGBCC. (b) Notwithstanding the provisions of Section 1.10(a2.l(a), if any holder of shares of Company Capital Stock Shares who demands appraisal payment for his Shares under Article 13 of such shares under the California Code shall GBCC effectively withdraw withdraws or lose loses (through failure to perfect or otherwise) the his right to appraisalsuch payment under Article 13, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration as provided in Section 1.61.8(a), without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Shares pursuant to Section 1.112.2 hereof. (c) The Company shall give Broadcom Purchaser (i) prompt notice of its receipt any such demands for payment under Article 13 of the fair value of any written demands for appraisal of any shares of Company Capital StockShares, withdrawals of such demands, demands and any other instruments relating to the Merger served pursuant to the California Code and GBCC received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal payment under the California CodeGBCC. The Company shall not voluntarily make any payment with respect to any demands for payment and shall not, except with the prior written consent of Broadcom or as may be required under applicable lawPurchaser, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who has demanded not voted such Shares in favor of the Merger and with respect to which appraisal rights shall have been exercised and perfected appraisal rights for such shares in accordance with the California Code and who, as Section 262 of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights DGCL (the "Dissenting Shares") and as of the Effective Time not withdrawn shall not be converted into or represent a the right to receive Broadcom Common Stock the Merger Consideration at or after the Effective Time, but such Shares shall be converted into the right to receive such consideration as may be determined to be due to holders of Dissenting Shares pursuant to Section 1.6, but the laws of the State of Delaware unless and until the holder thereof shall only be entitled to such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw Dissenting Shares withdraws his or lose her demand for such appraisal or becomes ineligible for such appraisal (through failure to perfect or otherwise) the right ). If a holder of Dissenting Shares shall withdraw his or her demand for such appraisal or shall become ineligible for such appraisal (through failure to appraisalperfect or otherwise), then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever last occurs, such holder's shares Dissenting Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration, without interest, as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) 2.1(c). The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the California Codeany such demands. The Company shall not, except with without the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock to, settle or offer to settle or settle settle, any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with the California Code Delaware Law (including but not limited to ss.262 thereof) and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") ), shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.62.6, but the holder thereof shall only be entitled to only such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(a2.7(a), if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Code Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.62.6(a), without interest thereon, upon surrender to the Company of the certificate or certificates formerly representing such shares in accordance with Section 1.11Shares. (c) The Company shall give Broadcom the Purchaser (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Delaware Law received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDelaware Law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock the Purchaser, settle or offer to settle or settle any such demands.

Dissenting Shares. (ai) Notwithstanding any provision of this Agreement to the contrary, in the event of a Semi Sale, any shares of Company Capital Common Stock held by a holder who has demanded and perfected appraisal dissenters' rights for such shares in accordance with the California Code DGCL and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a right to receive Broadcom Common Stock Merger Consideration pursuant to Section 1.61.2(b), but the holder thereof shall only be entitled to such rights as are granted by the California CodeDGCL. (bii) Notwithstanding the provisions of Section 1.10(a)subsection (i) above, if any holder of shares of Company Capital Common Stock who demands appraisal purchase of such shares under the California Code DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisalsuch holder's dissenters' rights, then, as of the later of (iA) the Effective Time or (iiB) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock Merger Consideration as provided in Section 1.61.2(b), without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11shares. (ciii) The Company shall give Broadcom Parent (iA) prompt notice of its receipt of any written demands for appraisal purchase of any shares of Company Capital Common Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code DGCL and received by the Company and (iiB) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal purchase of any shares of Company Common Stock under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom Parent or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal the purchase of Company Capital Common Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded and perfected properly in writing appraisal rights for such shares in accordance with Section 262 of the California Code DGCL (collectively, the "DISSENTING SHARES") shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 1.62.09, but of the holder thereof shall only be entitled to certificate or certificates that formerly evidenced such rights as are granted by the California CodeShares. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockreceived by the Company, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code DGCL and received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.The

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Common Stock held by a as to which the holder who thereof has demanded and perfected appraisal rights for such shares with respect to the Merger in accordance with Section 262 of the California Code DGCL and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.6, but the holder thereof shall only be entitled to only such rights as are granted by in Section 262 of the California CodeDGCL. (b) Notwithstanding the provisions of Section 1.10(a2.2(a), if any holder of shares of Company Capital Common Stock who demands appraisal of such shares under the California Code shall DGCL effectively withdraw withdraws or lose loses (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares of Company Common Stock shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration as provided in Section 1.61.6(a), without interest thereoninterest, upon surrender to the Company of the certificate Certificate or Certificates representing such shares in accordance with pursuant to Section 1.112.1. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital Common Stock, withdrawals of such demands, and any other instruments relating to served on the Merger served Company pursuant to the California Code and DGCL received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDGCL. The Company shall not, except Except with the prior written consent of Broadcom or as may be required under applicable lawParent, the Company shall not voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock appraisal, settle or offer to settle or settle any such demands.

Dissenting Shares. (ai) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Common Stock held by a holder who has demanded and perfected appraisal dissenters' rights for such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a right to receive Broadcom Common Stock the Merger Consideration pursuant to Section 1.62.4(e), but the holder thereof shall only be entitled to such rights as are granted by the California Code. (bii) Notwithstanding the provisions of Section 1.10(a)subsection (i) above, if any holder of shares of Company Capital Common Stock who demands appraisal purchase of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisalsuch holder's dissenters' rights, then, as of the later of (iA) the Effective Time or (iiB) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration as provided in Section 1.62.4(e), without interest thereon, upon surrender to the Company of the certificate Certificate representing such shares in accordance with Section 1.11this Agreement. (ciii) The Company shall give Broadcom Parent (iA) prompt notice of its receipt of any written demands for appraisal of dissenters' rights and any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company demands and (iiB) the opportunity to participate in and control all negotiations and proceedings with respect to demands for appraisal dissenters' rights under the California Code. The Company shall not, except with the prior written consent of Broadcom Parent or as may be required under applicable lawApplicable Law, voluntarily make any payment with respect to any demands for appraisal purchase of Company Capital Common Stock pursuant to dissenters' rights or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, any shares of Company Capital Stock held by a holder who has demanded not voted in favor of or consented to the Merger and perfected appraisal rights for such shares in accordance complies with the California Code Section 262 and who, as all other provisions of the Effective Time, has not effectively withdrawn or lost such DGCL concerning the right of holders of shares of stock to require appraisal or dissenters' rights of their shares ("“Dissenting Shares"”) shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to any consideration in accordance with Section 1.61.5, but the holder thereof shall only be entitled only to such rights as are granted by the California CodeDGCL to a holder of Dissenting Shares. (b) Notwithstanding the provisions of Section 1.10(a), if If any holder of shares of Company Capital Stock who demands appraisal of Dissenting Shares shall lose their status as such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal), then, as of the later of (i) the Effective Time or (ii) the occurrence date of loss of such eventstatus, such holder's shares of Company Capital Stock shall automatically be converted into and shall represent only the right to receive Broadcom Common Stock the consideration that the holder of such shares would have been entitled to receive pursuant to Section 1.5(a)(ii) or Section 1.5(a)(iii), as provided applicable (at the time or times that such consideration is required to be paid hereunder), in exchange for such shares in accordance with Section 1.61.5(a)(ii) or Section 1.5(a)(iii), as applicable, without interest thereon, upon surrender to of the Company of the certificate Stock Certificate representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom Parent: (i) prompt notice of its receipt of any written demands demand for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company prior to the Effective Time pursuant to the DGCL, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL; and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demandsdemand, notice or instrument.

Dissenting Shares. (a) Notwithstanding any provision other provisions of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected properly exercised his, her or its appraisal rights for such shares in accordance with under the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights DGCL ("“Dissenting Shares"”) shall not be converted into or represent a right to receive Broadcom Common the consideration for Company Capital Stock pursuant to set forth in Section 1.61.6(b), but the holder thereof shall only be entitled to such rights with respect to such Dissenting Shares as are granted provided by the California CodeDGCL. (b) Notwithstanding the provisions of Section 1.10(a1.7(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under the right to appraisalDGCL, then, as of the later of (i) the Effective Time or (ii) and the occurrence of such event, such holder's ’s shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the consideration for Company Capital Stock, as provided applicable, set forth in Section 1.61.6(b), without interest thereon, upon surrender to the Company of the certificate representing such shares pursuant to the exchange procedures set forth in accordance with Section 1.111.8. (c) The During the Pre-Closing Period, the Company shall give Broadcom Parent (i) prompt notice of its receipt of any notice or written demands threat to demand appraisal under the DGCL or demand for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to under the Merger served pursuant to the California Code and DGCL received by the Company Company, and (ii) the opportunity right to participate in control all negotiations and proceedings Actions with respect to demands for appraisal under such demands. During the California Code. The Pre-Closing Period, the Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily not make any payment with respect to any such demands for appraisal of Company Capital Stock or offer to settle or settle any such demands, in each case, without Parent’s prior written consent.

Dissenting Shares. (a) Notwithstanding any provision of ----------------- this Agreement to the contrary, any shares of Company Capital Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded and perfected properly in writing appraisal rights for such shares Shares in accordance with Section 262 of Delaware Law (collectively, the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be ----------------- converted into into, or represent a the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive Broadcom Common Stock pursuant to the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 1.63.09, but of the holder thereof shall only be entitled to certificate or certificates that formerly evidenced such rights as are granted by the California CodeShares. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockreceived by the Company, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code Delaware Law and received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDelaware Law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, any shares of Company Capital Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded and perfected properly in writing appraisal rights for such shares Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the California Code provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 1.62.4, but of the holder thereof shall only be entitled to certificate or certificates that formerly evidenced such rights as are granted by the California CodeShares. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockreceived by the Company, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code DGCL and received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrarycontrary (except for the provisions of Section 3.1(b)), any shares of Company Capital Stock Shares held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with the California Code DGCL (including, but not limited to, Section 262 thereof) and who, as of the Effective TimeTime has neither withdrawn nor lost his, has not effectively withdrawn her or lost its right to such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a right to receive Broadcom Common Stock the Merger Consideration pursuant to Section 1.62.8, but the holder thereof shall only be entitled to only such rights as are granted by the California CodeDGCL. (b) Notwithstanding the provisions of Section 1.10(a3.1(a), if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Code shall DGCL effectively withdraw withdraws or lose loses (through failure to perfect or otherwise) the his, her or its right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration as provided in Section 1.63.1(a), without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Shares pursuant to Section 1.113.2 hereof. (c) The If applicable, the Company shall give Broadcom Purchaser (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and DGCL received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Purchaser, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision other provisions of this Agreement to the contrary, any shares of Company Capital Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall not have voted in favor of the Merger or consented thereto in writing and who shall have demanded and perfected properly in writing appraisal rights for such shares in accordance with the California Code and who, as Section 262 of the Effective TimeDGCL (collectively, has not effectively withdrawn or lost such appraisal or dissenters' rights (the "Dissenting Shares") shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to Section 1.6, but the holder thereof Merger Consideration. Such stockholders shall only be entitled to receive payment of the appraised value of such shares of Company Common Stock held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Company Common Stock under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable, as are granted by of the California CodeEffective Time, for the right to receive, without any interest thereon, the Merger Consideration, upon surrender, in the manner provided in Section 2.11, of the Certificate or Certificates that formerly represented such shares of Company Common Stock. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockreceived by the Company, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code DGCL and received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") Shares shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands Purchaser Common Stock, unless the applicable Target Stockholder shall have forfeited his, her or its right to appraisal under the NCA or properly withdrawn, his, her or its demand for appraisal. If such Target Stockholder has so forfeited or withdrawn his, her or its right to appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisalDissenting Shares, then, as of the later of then (i) the Effective Time or (ii) as of the occurrence of such event, such holder's shares ’s Dissenting Shares shall automatically cease to be Dissenting Shares and shall be converted into and represent only the right to receive Broadcom the shares of Purchaser Common Stock as provided issuable in respect of such shares pursuant to Section 1.62.1, without interest thereonand (ii) promptly following the occurrence of such event, upon surrender Purchaser shall deliver to the Company of the Exchange Agent a certificate representing the shares of Purchaser Common Stock to which such shares in accordance with holder is entitled pursuant to Section 1.112.1. (cb) The Company Target shall give Broadcom Purchaser (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Target Common Stock, withdrawals of such demands, and any other instruments relating that relate to the Merger served pursuant to the California Code and such demands received by the Company Target and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeNCA. The Company Target shall not, except with the prior written consent of Broadcom or as may be required under applicable lawPurchaser, voluntarily make any payment with respect to any demands for appraisal of Company Capital shares of Target Common Stock or offer to settle or settle any such demands.

Dissenting Shares. (ai) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Common Stock held by a holder who has demanded and perfected his right for appraisal rights for of such shares in accordance with the California Code Iowa law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a the right to receive Broadcom Common Stock the Merger Consideration pursuant to Section 1.62.5(a), but the holder thereof shall only be entitled only to such rights as are granted by the California CodeIowa law. (bii) Notwithstanding the provisions of Section 1.10(a2.5(d)(i), if any holder of shares of Company Capital Common Stock who demands an appraisal of such shares under the California Code Iowa law shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall no longer be Dissenting Shares and shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration applicable to such shares as provided in this Section 1.62.5, without interest thereoninterest, upon surrender to the Company of the certificate or certificates representing such shares shares, in accordance with Section 1.112.5(a) hereof. (ciii) The Company shall give Broadcom (i) prompt Purchaser notice of its receipt of any written demands demand for appraisal of any shares of Company Capital Stock, withdrawals Common Stock received prior to the Effective Time and any withdrawal of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received . Amounts payable by the Company and (ii) Surviving Corporation to holders of Dissenting Shares shall be paid from the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demandsEscrow Fund.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with the California Delaware Code (including but not limited to Section 262 thereof), and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") ), shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.6SECTION 1.6 hereof, but the holder thereof shall only be entitled to only such rights as are granted by the California Delaware Code. (b) Notwithstanding the provisions of Section 1.10(a)SECTION 1.7(a) hereof, if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Delaware Code shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever occurs later, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.6SECTION 1.6 hereof, without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Section 1.11Shares. (c) The Company shall give Broadcom Purchaser (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, demands and any other instruments relating to the Merger served pursuant to the California Delaware Code and received by the Company after the date hereof and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California Delaware Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Purchaser, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") Shares shall not be converted into or represent a right to receive Broadcom shares of Class A Common Stock pursuant to Section 1.62.06, but the holder thereof shall only be entitled to such rights as are granted by the California CodeGeneral Corporation Law of the State of Delaware. (b) Notwithstanding the provisions of Section 1.10(asubsection (a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisalsuch holder's dissenters' rights, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom the applicable shares of Class A Common Stock as provided in Section 1.6Stock, without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Section 1.11Dissenting Shares. (c) The Company shall give Broadcom Nu Skin (i) prompt notice of its receipt of any written demands for appraisal of any received by the Company to require the Company to purchase shares of Company Capital Stockcapital stock of the Company, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code dissenters' rights provisions of the General Corporation Law of the State of Delaware and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codesuch demands. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawNu Skin, voluntarily make any payment with respect to any such demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any issued and outstanding shares of Company Capital Common Stock held by a holder person who has demanded and perfected appraisal rights for of such shares in accordance with Section 909 of the California Code Maine Law ("Dissenting Holder") and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom cash and/or Parent Common Stock pursuant to Section 1.6, 2.01(a) but the holder such Dissenting Holder thereof shall only be entitled to only such rights in respect thereof as are granted by Section 909 of the California CodeMaine Law. (b) Notwithstanding the provisions provision of Section 1.10(a)subsection (a) of this Section, if any holder of shares of Company Capital Stock Dissenting Holder who demands appraisal of such his shares of Company Common Stock under the California Code Maine Law shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares automatically shall automatically be converted into and represent only the right to receive Broadcom cash and/or Parent Common Stock as provided in Section 1.62.01(a), without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital Common Stock, withdrawals of such demands, demands and any other related instruments relating to the Merger served pursuant to the California Code and Maine Law received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeMaine Law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Parent and Merger Subsidiary, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares that are outstanding immediately prior to the Effective Time and which are held by a holder stockholders who has shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded and perfected properly in writing appraisal rights for such shares Shares in accordance with the California Code and who, as Section 262 of the Effective TimeDelaware Law (collectively, has not effectively withdrawn or lost such appraisal or dissenters' rights (the "Dissenting Shares") shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to Section 1.6, but the holder thereof Merger Consideration. Such stockholders shall only be entitled to receive payment from the Surviving Corporation of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, as are granted by of the California CodeEffective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.09, of the certificate or certificates that formerly evidenced such Shares. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockreceived by the Company, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code Delaware Law in respect of Dissenting Shares and received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDelaware Law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (ai) Notwithstanding any provision of this Agreement to To the contraryextent applicable, any shares each outstanding share of Company Capital Common Stock held by a the holder who of which has demanded and not voted in favor of the Merger, has perfected such holder's right to an appraisal rights for of such holder's shares in accordance with the California Code and who, as applicable provisions of the Effective Time, OGCL and has not effectively withdrawn or lost such right to appraisal or dissenters' rights (a "Dissenting SharesShare") ), shall not be converted into or represent a right to receive Broadcom Common Stock the Merger Price pursuant to Section 1.62.01(c), but the holder thereof shall only be entitled only to such rights as are granted by the California Code. (b) Notwithstanding the applicable provisions of Section 1.10(a)the OGCL; provided, if however, that any holder of shares of Company Capital Stock Dissenting Share held by a person at the Effective Time who demands shall, after the Effective Time, withdraw the demand for appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to of appraisal, thenin either case pursuant to the OGCL, shall be deemed to be converted into, as of the later of (i) the Effective Time or (ii) the occurrence of such eventTime, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in the Merger Price pursuant to Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.112.01(c). (cii) The Company shall give Broadcom Harsco (ix) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockappraisal, withdrawals of such demands, demands for appraisal and any other instruments relating to the Merger served pursuant to the California Code and applicable provisions of the OGCL relating to the appraisal process received by the Company and (iiy) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeOGCL. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Company Capital Stock Harsco, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, any shares of capital stock of the Company Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code and whothat, as of the Effective Time, has not effectively withdrawn are or lost such may become entitled to appraisal or dissenters' rights ("Dissenting Shares") pursuant to Section 262 of the Delaware General Corporation Law shall not be converted into or represent a the right to receive Broadcom Parent Common Stock pursuant to in accordance with Section 1.61.5 (or cash in lieu of fractional shares in accordance with Section 1.8(c)), but and the holder thereof or holders of such shares shall only be entitled only to such rights as are may be granted to such holder or holders by Section 262 of the California Code. (b) Notwithstanding Delaware General Corporation Law; PROVIDED, HOWEVER, that if the provisions of Section 1.10(a)appraisal right associated with such shares shall not be perfected, or if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, their appraisal rights then, as of the later of (i) the Effective Time or (ii) the occurrence time of the failure to perfect such status or the loss of such eventstatus, such holder's shares shall automatically be converted into and shall represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, (upon the surrender to the Company of the certificate or certificates representing such shares) Parent Common Stock in accordance with Section 1.5 (and cash in lieu of fractional shares in accordance with Section 1.111.8(c)). (cb) The Company shall give Broadcom Parent (i) prompt written notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and notice received by the Company prior to the Effective Time of a shareholder's intent to demand payment for such shareholder's Company Shares pursuant to Section 262 of the Delaware General Corporation Law and of any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Delaware General Corporation Law, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codeany such demand, notice or instrument. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily not make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal of Company Capital Stock such demand unless Parent shall have consented in writing to such payment or offer to settle or settle any such demandssettlement offer.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, any but only to the extent required by the DGCL, shares of Company Capital Common Stock issued and outstanding immediately prior to the Effective Time held by a holder any person who has demanded the right to demand, and perfected who properly demands, an appraisal rights for of such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights Common Stock ("Dissenting Shares") in accordance with Section 262 of the DGCL (or any successor provision) shall not be converted into or represent a right to receive Broadcom Common Stock the Merger Consideration, but shall only become the right to receive such consideration as may be determined to be due such holder of Dissenting Shares pursuant to Section 1.6Delaware law. If, but after the Effective Time, any such holder thereof shall only be entitled fails to perfect, loses or withdraws any such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, each share of Common Stock of such holder shall be treated as a share of Common Stock that had been converted as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares Merger Consideration in accordance with Section 1.11. 3.1(c). At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL (cor any successor provision) The and as provided in the immediately preceding sentence. Company shall give Broadcom Parent and Merger Sub (ix) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockappraisal, withdrawals of such demands, demands for appraisal and any other related instruments relating to the Merger served pursuant to the California Code and received by Company after the Company date of this Agreement and (iiy) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California Codeappraisal. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Parent, settle or offer to settle or settle any such demandsdemand.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who has demanded and perfected such holder's demand for appraisal rights for of such shares holder's Shares in accordance with the California Code Delaware Law (including but not limited to Section 262 thereof) and who, as of the Effective Time, Time has not neither effectively withdrawn nor lost his or lost her right to such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.62.6, but the holder thereof shall only be entitled to only such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(a2.7(a), if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares holder's Shares under the California Code Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the his or her right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.62.6(a), without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Section 1.11Shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Delaware Law received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDelaware Law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Parent, settle or offer to settle or settle any such demandsdemands at a price per Share greater than the Per Share Amount.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement Plan of Merger to the contrary, any shares of Company Capital Webcast Common Stock held by a holder who has demanded exercised and perfected appraisal rights for such shares in accordance with the California Corporations Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") ), shall not be converted into or represent a right to receive Broadcom Common Stock the Per Share Merger Consideration pursuant to Section 1.63.1, but the holder thereof shall only be entitled to such rights as are granted by the California Corporations Code. (b) Notwithstanding the provisions of Section 1.10(a)subsection (a) above, if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisalhis or her appraisal rights, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Per Share Merger Consideration as provided in Section 1.63.1, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands demand for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company pursuant to the applicable provisions of the Corporations Code and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codesuch demands. The Company shall not, except with the prior written consent of Broadcom Parent, or as may be required under applicable lawthe Corporations Code, voluntarily make any payment with respect to any such demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, any shares of Company Capital Stock issued and outstanding Shares held by a holder person (a "DISSENTING STOCKHOLDER") who has demanded objects to the Merger and perfected complies with all the provisions of Delaware law concerning the right of holders of Shares to dissent from the Merger and require appraisal rights for such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights their Shares ("Dissenting SharesDISSENTING SHARES") shall not be converted as described in Section 3.01(c), but shall be converted into or represent a the right to receive Broadcom Common Stock such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 1.6Delaware law. If, but after the holder thereof shall only be entitled to Effective Time, such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands Dissenting Stockholder withdraws his demand for appraisal of such shares under the California Code shall effectively withdraw or lose (through failure fails to perfect or otherwise) the otherwise loses his right to appraisal, thenin any case pursuant to the DGCL, his shares shall be deemed to be converted as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) Merger Consideration. The Company shall give Broadcom (i) Parent prompt notice of its upon receipt by the Company of any written demands for appraisal of any shares of Company Capital Stockrights, withdrawals withdrawal of such demands, and any other instruments relating written communications delivered to the Merger served Company pursuant to Section 262 of the California Code DGCL, and received by the Company and (ii) shall give Parent the opportunity opportunity, to participate in the extent permitted by law, to direct all negotiations and proceedings with respect to demands for appraisal under the California Codesuch demands. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal rights and shall not, except with the prior written consent of Company Capital Stock Parent, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Common Stock held by a holder who has demanded and perfected appraisal rights for such the right to dissent and obtain payment of the fair value of his shares in accordance with Section 92A.300 to 92A.500, inclusive, of the California Code NRS and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("“Dissenting Shares") ”), shall not be converted into or represent a right to receive Broadcom Common Stock the Merger Consideration pursuant to Section 1.63.1, but the holder thereof shall only be entitled to such rights as are granted by the California CodeNRS. (b) Notwithstanding the provisions of Section 1.10(asubsection (a), if any the holder of shares of Company Capital Common Stock who demands appraisal of such payment for his shares under the California Code NRS shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisaldissent and obtain payment, then, as of the later of (i) the Effective Time or (ii) and the occurrence of such event, such holder's ’s shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, the Merger Consideration upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom Parent and Merger Sub (i) prompt notice of its receipt of any written demands for appraisal payment of any shares of Company Capital Common Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code NRS and received by the Company 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 payment under the California CodeNRS. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment before the Effective Time with respect to any demands for appraisal payment of shares of Company Capital Common Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares that are outstanding immediately prior to the Effective Time and which are held by a holder stockholders who has shall have not voted in favor of the Merger or consented thereto in writing and who shall have available to them and who shall have demanded and perfected properly in writing appraisal rights for such shares Shares in accordance with Section 262 of Delaware Law (collectively, the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares"DISSENTING SHARES') shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to Section 1.6, but the holder thereof Merger Consideration. Such stockholders shall only be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, as are granted by of the California CodeEffective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.07, of the certificate or certificates that formerly evidenced such Shares. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockreceived by the Company, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code Delaware Law and received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDelaware Law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with the California Code DGCL (including but not limited to Section 262 thereof) and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting Shares") ----------------- shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.62.1, but the holder thereof shall only be entitled to only such rights as are granted by the California CodeDGCL. (b) Notwithstanding the provisions of Section 1.10(a2.2(a), if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Code shall DGCL effectively withdraw withdraws or lose loses (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration as provided in Section 1.62.1(a), without interest thereoninterest, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Shares pursuant to Section 1.112.3 hereof. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and DGCL received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Parent, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, any shares of Company Capital Stock issued and outstanding Shares held by a holder Person (a "DISSENTING STOCKHOLDER") who has demanded objects to the Merger and perfected complies with all the provisions of Delaware law concerning the right of holders of Shares to require appraisal rights for such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights their Shares ("Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a right to receive Broadcom Common Stock pursuant to as described in Section 1.6, 2.06(b) but the holder thereof shall only be entitled to such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only become the right to receive Broadcom Common Stock such consideration as provided in Section 1.6, without interest thereon, upon surrender may be determined to be due to such Dissenting Stockholder pursuant to the Company laws of the certificate representing State of Delaware. If, after the Effective Time, such shares Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in accordance with Section 1.11. (c) any case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the California Codeany such demands. The Company shall not, except with as required by any competent court, without the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock to, or settle, offer to settle or settle otherwise negotiate, any such demands. "PERSON" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who has demanded and perfected such holder’s demand for appraisal rights for of such shares holder’s Shares in accordance with the California Code Delaware Law and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost such holder’s right to such appraisal or dissenters' rights ("“Dissenting Shares") shall ”), will not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.62.1(a), but the holder thereof shall only of the Dissenting Shares will be entitled to only such rights as are granted to holders of Dissenting Shares by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(a2.6(a), if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares holder’s Shares under the California Code shall Delaware Law effectively withdraw withdraws or lose loses (through failure to perfect or otherwise) the such holder’s right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares shall ’s Shares will automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration as provided in Section 1.62.1(a), without interest thereon, upon surrender to the Company of the certificate Certificates or Book-Entry Shares representing such shares in accordance with Shares pursuant to Section 1.112.2. (c) The Company shall give Broadcom (i) Merger Sub prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Delaware Law received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California CodeCompany. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Merger Sub, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Securities held by a holder who has demanded and perfected appraisal or dissenters' rights for such shares in accordance with the California Code New York Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Common Stock exchanged for Parent Securities pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California CodeNew York Law. (b) Notwithstanding the provisions of Section 1.10(asubsection 1.8(a), if any holder of shares of Company Capital Stock Securities who demands appraisal of such shares under the California Code New York Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) and the occurrence of such event, such holder's shares shall automatically be converted into be, pursuant to the Merger, exchanged for Parent Securities and represent only the right to receive Broadcom Common Stock cash in lieu of fractional shares as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with pursuant to Section 1.111.9. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital StockSecurities, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code New York Law and received by the Company Company, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California CodeNew York Law. The Company and Surviving Corporation shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of capital stock of the Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, any shares of Company Capital Common Stock that are held by a any record holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded and perfected appraisal rights for such shares in accordance with Section 262 of Delaware Law (the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to the Merger Consideration in accordance with Section 1.61.5, but and the holder thereof or holders of such shares shall only be entitled only to such rights as are may be granted by to such holder or holders in the California Code. (b) Notwithstanding Delaware General Corporation Law; provided, however, that if the provisions status of Section 1.10(a)any such shares as Dissenting Shares shall not be perfected, or if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisaltheir status as Dissenting Shares, then, as of the later of (i) the Effective Time or (ii) the occurrence time of the failure to perfect such status or the loss of such eventstatus, such holder's shares shall automatically be converted into and shall represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, (upon the surrender to the Company of the certificate or certificates representing such shares shares) the Merger Consideration in accordance with Section 1.111.5. (cb) The Company shall give Broadcom Parent (i) prompt notice of its receipt any Dissenting Shares and of any written demands for appraisal other demand, notice or instrument, and of any shares of Company Capital Stock, withdrawals withdrawal of such demands, and any other instruments relating delivered to the Merger served Company prior to the Effective Time pursuant to the California Code and received by the Company Delaware General Corporation Law, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codeany such demand, notice or instrument. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily not make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal of Company Capital Stock such demand unless Parent shall have consented in writing to such payment or offer to settle or settle any such demandssettlement offer.

Dissenting Shares. (aA) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Target Capital Stock held by a holder who has demanded and perfected appraisal or dissenters' rights for such shares in accordance with the California Code Delaware Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a right to receive Broadcom Acquiror Common Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California CodeDelaware Law. (bB) Notwithstanding the provisions of Section 1.10(asubsection (a), if any holder of shares of Company Capital Target Stock who demands appraisal of such shares under the California Code Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom the Acquiror Common Stock and cash in lieu of fractional shares as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11shares. (cC) The Company Target shall give Broadcom Acquiror (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Target Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code Delaware Law and received by the Company Target and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Code. The Company shall notTarget agrees that, except with the prior written consent of Broadcom Acquiror, or as may be required under applicable lawDelaware Law, voluntarily it will not make any payment with respect to any demands for appraisal of Company Capital Stock to, or settle or offer to settle any claim, demand, or settle other liability with respect to any such demandsDissenting Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, any shares of Company Capital Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded and perfected properly in writing appraisal rights for such shares Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the California Code provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 1.62.02, but of the holder thereof shall only be entitled to certificate or certificates that formerly evidenced such rights as are granted by the California CodeShares. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) The Company shall give Broadcom Barington (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockreceived by the Company, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code DGCL and received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawBarington, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares each outstanding Share, the holder of Company Capital Stock held by a holder who which has demanded and perfected appraisal rights for such shares holder's right to dissent from the Merger and to be paid the fair value of such Shares in accordance with the California Code and whoNRS and, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Common Stock the Merger Consideration into which Shares are converted pursuant to Section 1.62.3(b), but the holder thereof shall only be entitled only to such rights as are granted by the California Code. (b) NRS. Notwithstanding the provisions of Section 1.10(a)immediately preceding sentence, if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares dissenters' rights with respect to its Shares under the California Code shall NRS effectively withdraw withdraws or lose loses (through failure to perfect or otherwise) the right to appraisalits dissenters' rights, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares shall Shares will automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration as provided in Section 1.62.3(b), without interest thereon, upon surrender to the Company of the certificate or certificates formerly representing such shares Shares. After the Effective Time, Purchaser shall cause the Company to make all payments to holders of Shares with respect to such demands in accordance with Section 1.11. (c) the NRS. The Company shall give Broadcom Purchaser (i) prompt written notice of its receipt any notice of intent to demand fair value for any written demands for appraisal of any shares of Company Capital StockShares, withdrawals of such demandsnotices, and any other instruments relating to the Merger served pursuant to the California Code NRS and received by the Company Company, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal fair value for Shares under the California CodeNRS. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawPurchaser, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock fair value for Shares or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with the California Code DGCL and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.6SECTION 1.07 hereof, but the holder thereof shall only be entitled only to such rights as are granted by the California CodeDGCL. (b) Notwithstanding the provisions of Section 1.10(a)SECTION 1.08(a) hereof, if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Code DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever occurs later, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.6SECTION 1.07(a) hereof, without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Section 1.11Shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, demands and any other instruments relating to the Merger served pursuant to the California Code and DGCL received by the Company after the date hereof and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Parent, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, any shares of capital stock of the Company Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code and whothat, as of the Effective Time, has not effectively withdrawn are or lost such appraisal or dissenters' rights (may become "Dissenting Shares"dissenting shares" within the meaning of Section 1300(b) of the CGCL shall not be converted into or represent a the right to receive Broadcom Parent Common Stock pursuant to in accordance with Section 1.61.5 (or cash in lieu of fractional shares in accordance with Section 1.8(a)), but and the holder thereof or holders of such shares shall only be entitled only to such rights as are may be granted by to such holder or holders in Chapter 13 of the California Code. (b) Notwithstanding CGCL; provided, however, that if the provisions status of Section 1.10(a)any such shares as "dissenting shares" shall not be perfected, or if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, their status as "dissenting shares," then, as of the later of (i) the Effective Time or (ii) the occurrence time of the failure to perfect such status or the loss of such eventstatus, such holder's shares shall automatically be converted into and shall represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, (upon the surrender to the Company of the certificate or certificates representing such shares) the Merger Consideration in accordance with the terms of this Agreement Parent Common Stock in accordance with Section 1.5 (and cash in lieu of fractional shares in accordance with Section 1.111.8(a)). (cb) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and demand received by the Company prior to the Effective Time to require the Company to purchase shares of capital stock of the Company pursuant to Chapter 13 of the CGCL and of any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the CGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codeany such demand, notice or instrument. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily not make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal of Company Capital Stock such demand unless Parent shall have consented in writing to such payment or offer to settle or settle any such demandssettlement offer.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, any shares of Company Capital Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded and perfected properly in writing appraisal rights for such shares Shares in accordance with Section 262 of the DGCL (collectively, the "DISSENTING SHARES") shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the California Code provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 1.62.10, but of the holder thereof shall only be entitled to certificate or certificates that formerly evidenced such rights as are granted by the California CodeShares. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) The Company shall give Broadcom (i) Parent prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockreceived by the Company, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code DGCL and received by the Company Company, and (ii) Parent shall have the opportunity right to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with the California Delaware Code (including but not limited to Section 262 thereof), and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") ), shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.6SECTION 1.6 hereof, but the holder thereof shall only be entitled to only such rights as are granted by the California Delaware Code. (b) . Notwithstanding the provisions of Section 1.10(a)SECTION 1.7(A) hereof, if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Delaware Code shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever occurs later, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.6SECTION 1.6 hereof, without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Section 1.11. (c) Shares. The Company shall give Broadcom Purchaser (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, demands and any other instruments relating to the Merger served pursuant to the California Delaware Code and received by the Company after the date hereof and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California Delaware Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Parent, settle or offer to settle or settle any such demands.

Dissenting Shares. (ai) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Common Stock held by a holder who has demanded and perfected his right for appraisal rights for of such shares in accordance with the California Code Iowa law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a the right to receive Broadcom Common Stock the Merger Consideration pursuant to Section 1.62.5(a), but the holder thereof shall only be entitled only to such rights as are granted by the California CodeColorado law. (bii) Notwithstanding the provisions of Section 1.10(a2.5(d)(i), if any holder of shares of Company Capital Common Stock who demands an appraisal of such shares under the California Code Colorado law shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall no longer be Dissenting Shares and shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration applicable to such shares as provided in this Section 1.62.5, without interest thereoninterest, upon surrender to the Company of the certificate or certificates representing such shares shares, in accordance with Section 1.112.5(a) hereof. (ciii) The Company shall give Broadcom (i) prompt Purchaser notice of its receipt of any written demands demand for appraisal of any shares of Company Capital Stock, withdrawals Common Stock received prior to the Effective Time and any withdrawal of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received . Amounts payable by the Company and (ii) Surviving Corporation to holders of Dissenting Shares shall be paid from the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demandsEscrow Fund.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, any shares of Company Capital Common Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code and whothat, as of the Effective Time, has not effectively withdrawn are or lost may become entitled to exercise statutory appraisal rights under Section 262 of the Delaware General Corporation Law (the "Delaware Law") (such appraisal or dissenters' rights (shares being referred to herein as "Dissenting Sharesdissenting shares") shall not be converted into or represent a the right to receive Broadcom Parent Class A Common Stock pursuant to in accordance with Section 1.61.5, but and the holder thereof or holders of such shares shall only be entitled only to such rights as are may be granted by to such holder or holders under applicable Delaware Law; PROVIDED, HOWEVER, that if the California Code. (b) Notwithstanding the provisions status of Section 1.10(a)any such shares as "dissenting shares" shall not be perfected, or if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, their status as "dissenting shares," then, as of the later of (i) the Effective Time or (ii) the occurrence time of the failure to perfect such status or the loss of such eventstatus, such holder's shares shall automatically be converted into and shall represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, (upon the surrender to the Company of the certificate or certificates representing such shares shares) Parent Class A Common Stock in accordance with Section 1.111.5. (cb) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and demand received by the Company prior to the Effective Time to require the Company to purchase shares of capital stock of the Company pursuant to Delaware Law and of any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Delaware Law, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codeany such demand, notice or instrument. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily not make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal of Company Capital Stock such demand unless Parent shall have consented in writing to such payment or offer to settle or settle any such demandssettlement offer.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any the shares of any holder of Company Capital Stock held by a holder who (i) has the right under applicable law to demand dissenter's or appraisal rights for such shares, (ii) has demanded and perfected appraisal such rights for such shares in accordance with the California Code under applicable law and who, (iii) as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall ), will not be converted into or represent a right to receive Broadcom Parent Common Stock pursuant to Section 1.61.5, but the holder thereof shall will only be entitled to such rights as are granted by the California Codeapplicable law. (b) Notwithstanding the provisions of Section 1.10(a)foregoing, if any holder of shares of Company Capital Stock who demands has the right under applicable law to demand and who does demand appraisal of such shares under the California Code shall applicable law effectively withdraw withdraws or lose loses (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) and the occurrence of such event, such holder's shares shall will automatically be converted into and represent only the right to receive Broadcom Parent Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.111.5. (c) The Company shall will give Broadcom Parent (i) prompt written notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockappraisal, withdrawals of such demands, demands for appraisal and any other instruments relating to served on the Merger served Company pursuant to the California Code and received by the Company applicable law and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California Codeapplicable law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Company Capital Stock Parent, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding the provisions of Section 1.2 or any other provision of this Agreement to the contrary, any shares of Company Capital Stock Shares that are issued and outstanding immediately prior to the Effective Time and are held by a holder stockholders who has shall have properly demanded and perfected appraisal rights for of such shares Shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights DGCL ("Dissenting Shares") shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to Section 1.6the ----------------- Merger Price at the Effective Time, but unless and until the holder thereof shall only be entitled to such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code Dissenting Shares shall effectively withdraw or lose (through failure have failed to perfect or otherwise) the shall have effectively withdrawn or lost such right to appraisalappraisal and payment under the DGCL. If a holder of Dissenting Shares (a "Dissenting Stockholder") shall have so failed to ---------------------- perfect or shall have effectively withdrawn or lost such right to appraisal and payment, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever last occurs, such holder's shares Dissenting Shares shall automatically be converted into and represent only solely the right to receive Broadcom Common Stock the Merger Price, without any interest thereon, as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.111.2. (cb) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockappraisal, withdrawals of such demands, demands for appraisal and any other instruments relating to the Merger served pursuant to Section 262 of the California Code DGCL and received by the Company Company, and (ii) the opportunity to participate in control all negotiations and proceedings with respect to such demands for appraisal under the California Codeappraisal. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal or dissenters' rights for such shares in accordance with the California State Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Parent Common Stock pursuant to Section 1.62.1, but the holder thereof shall only be entitled to such rights as are granted by the California State Code. (b) Notwithstanding the provisions of Section 1.10(asubsection (a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California State Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Parent Common Stock and cash in lieu of fractional shares as provided in Section 1.62.1, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California State Code and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California State Code. The Company shall not, except with the prior written consent of Broadcom or as may Parent (which consent will not be required under applicable lawunreasonably withheld), voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who has demanded and perfected appraisal exercised dissenters' rights for such shares in accordance with the California Code Delaware Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Common Stock the Per Share Merger Consideration pursuant to Section 1.62.6(a) and Section 2.7(a), but the holder thereof shall only be entitled to such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(asubsection (a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisalsuch holder's dissenters' rights, then, as of at the later of (i) the Effective Time or (ii) the occurrence of such event, each of such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in the Per Share Merger Consideration pursuant to Section 1.6, without interest thereon, 2.6(a) and 2.7(a) upon surrender to the Company of the certificate or certificates representing such shares in accordance with Section 1.11Dissenting Shares. (c) The Company shall give Broadcom Buyer (i) prompt notice of its receipt of any written demands received by the Company for an appraisal of any shares of capital stock of the Company Capital Stockpursuant to Section 262 of Delaware Law, withdrawals of such demands, and any other related instruments relating to the Merger served pursuant to the California Code Delaware Law and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codesuch demands. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawBuyer, voluntarily make any payment with respect to any such demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") Shares shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to Section 1.6the Merger Consideration, but but, instead, the holder holders thereof shall only be entitled only to such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a)DGCL; provided, however, that if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Code shall DGCL effectively withdraw withdraws or lose loses (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided the Merger Consideration set forth in Section 1.62.1(c) of this Agreement, but subject to Section 2.4 of this Agreement, without any interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Shares pursuant to Section 1.112.6 hereof. (cb) The Company shall give Broadcom Fremont (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, demands and any other instruments relating to the Merger served pursuant to the California Code DGCL and received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawFremont, voluntarily make any payment with respect to any such demands for appraisal of Company Capital Stock or settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital POINT BREAK Common Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code Nevada Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting DISSENTING Shares") shall not be converted into or represent a right to receive Broadcom BRAVO Common Stock pursuant to Section 1.6SECTIONS 1.2 and 1.3, but the holder thereof shall only be entitled to such rights as are granted by the California CodeNevada Law. (b) Notwithstanding the provisions of Section 1.10(aSECTION 1.8(A), if any holder of shares of Company Capital POINT BREAK Common Stock who demands appraisal of such shares under the California Code Nevada Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom BRAVO Common Stock as provided in Section 1.6SECTIONS 1.2 and 1.3, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11SECTIONS 1.2 and 1. (c) The Company POINT BREAK shall give Broadcom BRAVO (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital BRAVO Common Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Share Exchange received by the Company POINT BREAK and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demandsNevada Law.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with the California Code Rhode Island Act (including but not limited to §7-1.1-74 thereof) and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("“Dissenting Shares"”) shall not be converted into or represent a right to receive Broadcom Common Stock pursuant to Section 1.6the Merger Consideration, but the holder thereof shall only be entitled to only such rights as are granted by the California CodeRhode Island Act. (b) Notwithstanding the provisions of Section 1.10(a)1.4(a) hereof, if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Code Rhode Island Act shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever occurs later, such holder's shares ’s Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6the Merger Consideration, without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Section 1.11Shares or appropriate proof of lost certificate. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Rhode Island Act received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeRhode Island Act. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Parent, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who that has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with the California Code Delaware Law (including but not limited to Section 262 thereof) and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.62.6, but the holder thereof shall only be entitled to only such ----------- rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(a2.7(a), if any holder -------------- of shares of Company Capital Stock who Shares that demands appraisal of such shares his Shares under the California Code Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.62.6(a), -------------- without interest thereon, upon surrender to the Company of the certificate or certificates formerly representing such shares Shares in accordance with Section 1.11.2.8. ----------- (c) The Company shall give Broadcom the Purchaser (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Delaware Law received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDelaware Law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock the Purchaser, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code and whoCompany's capital stock that, as of the Effective Time, has not effectively withdrawn are or lost such appraisal or may become owned by "dissenters' rights " (hereinafter referred to as "Dissenting Shares") within the meaning of the DGCL or the California Corporations Code (the "CCC") shall not be converted into or represent a the right to receive Broadcom Parent Common Stock pursuant to in accordance with Section 1.6, but 2.1 and the holder thereof or holders of such shares shall only be entitled only to such rights as are may be granted by to such holder or holders pursuant to the California Code. (b) Notwithstanding DGCL and/or the provisions CCC; provided, however, that if the status of Section 1.10(a)any such shares as dissenting shares shall not be perfected, or if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisaltheir status as dissenting shares, then, as of the later of (i) the Effective Time or (ii) the occurrence time of the failure to perfect such status or the loss of such eventstatus, such holder's shares shall automatically be converted into and shall represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, (upon the surrender to the Company of the certificate or certificates representing such shares shares) Parent Common Stock in accordance with Section 1.112.1, subject to the escrow requirements of Section 2.5. (cb) The Company shall give Broadcom Parent (ia) prompt notice of its receipt of any written demands for appraisal of payment with respect to any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served Company's capital stock pursuant to the California Code DGCL and/or the CCC and received by the Company and (iib) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal dissenter's rights under the California CodeDGCL and/or the CCC. The Company shall not, except with the prior written consent of Broadcom or as may Parent (which shall not be required under applicable lawunreasonably withheld), voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock dissenter's rights or offer to settle or settle any such demands. (c) If the holder of any Shares shall become entitled to receive payment for such Shares pursuant to the DGCL or the CCC (as applicable) and this Section 2.4, such payment shall be made by the Surviving Corporation in accordance with this Section 2.4.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with the California Code Rhode Island Act (including but not limited to (SS).7-1.1-74 thereof) and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a right to receive Broadcom Common Stock pursuant to Section 1.6the Merger Consideration, but the holder thereof shall only be entitled to only such rights as are granted by the California CodeRhode Island Act. (b) Notwithstanding the provisions of Section 1.10(a)1.4(a) hereof, if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Code Rhode Island Act shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever occurs later, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6the Merger Consideration, without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Section 1.11Shares or appropriate proof of lost certificate. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Rhode Island Act received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeRhode Island Act. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Parent, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected his demand for appraisal rights for such shares in accordance with the California Code DGCL and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") shall will not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.62.6 hereof, but the holder thereof shall only will be entitled to only such rights as are granted by the California CodeDGCL. (b) Notwithstanding the provisions of Section 1.10(a)2.7(a) hereof, if any holder of shares of Company Capital Stock dissenting Stockholder who demands appraisal of such shares his Shares under the California Code DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, appraisal then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares shall Shares will automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.62.6(a) hereof, without interest thereon, upon surrender to the Company of the certificate or certificates formerly representing such shares in accordance with Section 1.11Shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and DGCL received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Parent, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision provisions of this Agreement to the contrary, any shares of Company Capital Common Stock held by a holder who has demanded and perfected appraisal exercised such holder's dissenters' rights for such shares in accordance with the California Code CGCL and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to ----------------- receive Broadcom Common Stock pursuant to the consideration described in Section 1.63.1, but the holder thereof of the ----------- Dissenting Shares shall only be entitled to such rights as are granted by the California CodeCGCL. (b) Notwithstanding the provisions of Section 1.10(a)subsection (a) above, if any holder of shares of Company Capital Common Stock who demands appraisal of dissenters' rights with respect to such shares under the California Code shall effectively withdraw or lose (through the failure to perfect or otherwise) such holder's dissenters' rights under the right to appraisalCGCL, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the consideration described in Section 3.1 upon surrender of the applicable ------------ Certificate(s) as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11herein. (c) The Company shall give Broadcom IDT (i) prompt written notice of its receipt of any written demands for appraisal of payment with respect to any shares of Company Capital StockCommon Stock pursuant to dissenters' rights, and any withdrawals of such demandsdemands or losses of such rights, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company CGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codedissenters' rights. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawIDT, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock dissenters' rights or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal or dissenters' rights for such shares in accordance with the California Code Delaware Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a right to receive Broadcom Parent Common Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(asubsection (a), if any holder of shares of Company Capital Stock who demands appraisal of such shares is otherwise entitled to exercise dissenters' rights under the California Code Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisalsuch dissenters' rights, then, as of the later of (i) the Effective Time or (ii) and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Parent Common Stock and payment for any fractional share as provided in Section 1.61.6(c), without interest thereonon the payment, if any, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal the exercise of dissenters' rights in respect of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code Delaware Law (including without limitation instruments concerning appraisal or dissenters' rights) and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codesuch demands. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal the exercise of dissenters' rights in respect of any shares of Company Capital Stock 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 in respect of any Dissenting Shares (limited to an aggregate of $50,000, excluding payments for such shares) (together "DISSENTING SHARE PAYMENTS"), Parent shall be entitled to recover under the terms of Article VII hereof the amount of such Dissenting Share Payments without regard to the Threshold Amount.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal dissenters' rights for such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a right to receive Broadcom Parent Common Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a)1.7(a) above, if any holder of shares of Company Capital Stock Stock, who demands appraisal purchase of such shares under the California Code Code, shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisalsuch holder's dissenters' rights, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Parent Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.111.8 of this Agreement. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal purchase of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal purchase of any shares of Company Capital Stock under the California Code. The Company shall not, except with the prior written consent of Broadcom Parent or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal purchase of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who has demanded not voted such Shares in favor of the Merger and with respect to which appraisal rights shall have been exercised and perfected appraisal rights for such shares in accordance with Section 262 of the California Code DGCL (the "DISSENTING SHARES") and who, as of the Effective Time, has Time not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a the right to receive Broadcom Common Stock the Merger Consideration at or after the Effective Time, but such Shares shall be converted into the right to receive such consideration as may be determined to be due to holders of Dissenting Shares pursuant to Section 1.6, but the laws of the State of Delaware unless and until the holder thereof shall only be entitled to such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw Dissenting Shares withdraws his or lose her demand for such appraisal or becomes ineligible for such appraisal (through failure to perfect or otherwise) the right ). If a holder of Dissenting Shares shall withdraw his or her demand for such appraisal or shall become ineligible for such appraisal (through failure to appraisalperfect or otherwise), then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever last occurs, such holder's shares Dissenting Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration, without interest, as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) 2.1(c). The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the California Codeany such demands. The Company shall not, except with without the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock to, settle or offer to settle or settle settle, any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything herein to the ----------------- contrary, any shares of Company Capital Common Stock issued and outstanding prior to the Effective Time and held by a holder (if any) who has demanded and perfected appraisal rights exercised the right to demand payment for fair value of such shares in accordance with the California Code and who, as Article 262 of the Effective Time, has not effectively withdrawn General Corporation Law of Delaware or lost such appraisal or dissenters' rights similar provisions (the "Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Common Stock pursuant the consideration referred to Section 1.6, but in the foregoing paragraphs (i) through (iii) (the "Merger Consideration") unless such holder thereof shall only be entitled to such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure fails to perfect or otherwise) otherwise loses such holder's right to such payment or appraisal, if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's holders' shares of Company Common Stock shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Per Share Effective Time Merger Consideration, without interest, as provided in Section 1.6, without interest thereon, this Article 3.1(b) upon surrender to the Company of the certificate or certificates representing such any shares in accordance with Section 1.11. (c) of Company Common Stock. The Company shall give Broadcom (i) prompt notice of its receipt to Merger Sub of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company for payment or appraisal of shares of Company Common Stock, and (ii) Merger Sub shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codesuch demands. The Company shall not, except with the prior mutual written consent approval of Broadcom or as may be required under applicable lawMerger Sub, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal or dissenters' rights for such shares in accordance with the California Code CGCL and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Parent Common Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California CodeCGCL. (b) Notwithstanding the provisions of Section 1.10(asubsection (a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code CGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Parent Common Stock and the Cash Rate (and cash in lieu of fractional shares) as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code CGCL and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California CodeCGCL. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of capital stock of the Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision ----------------- of this Agreement to the contrary, any shares of Company Capital Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded and perfected properly in writing appraisal rights for such shares Shares in accordance with Section 262 of Delaware Law (collectively, the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be ----------------- converted into into, or represent a the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive Broadcom Common Stock pursuant to the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 1.63.09, but of the holder thereof shall only be entitled to certificate or certificates that formerly evidenced such rights as are granted by the California CodeShares. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockreceived by the Company, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code Delaware Law and received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDelaware Law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision other provisions of this Agreement to the contrary, any shares of Company Capital Common Stock outstanding immediately prior to the Effective Time held by a holder who has demanded and perfected the right for appraisal rights for such of those shares in accordance with the California Code provisions of Section 262 of the Delaware Law and who, as of the Effective Time, Time has not effectively withdrawn or lost such right to such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a right to receive Broadcom Common Stock pursuant to the Merger Consideration set forth in Section 1.61.6 hereof, but the holder thereof shall only be entitled to such rights as are granted provided by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(a)1.7(a) hereof, if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisalsuch holder's appraisal rights under Delaware Law, then, as of the later of (i) the Effective Time or (ii) and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided the Merger Consideration set forth in Section 1.61.6 hereof, without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands demand for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company pursuant to the applicable provisions of Delaware Law, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codesuch demands. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any such demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal or dissenters' rights for such shares in accordance with the California Code Delaware Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be ----------------- converted into or represent a right to receive Broadcom Parent Common Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(asubsection (a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Parent Common Stock as provided in Section 1.6Stock, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code Delaware Law and received by the Company Company, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demandsDelaware Law.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a right to receive Broadcom Common Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a)) above, if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.111.11 of this Agreement. (c) The Company shall give Broadcom (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this ----------------- Agreement to the contrary, any shares of Company Capital Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected his demand for appraisal rights for such shares in accordance with the California Code DGCL and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting Shares") shall will not be converted into or represent a right to receive Broadcom Common Stock ----------------- cash pursuant to Section 1.62.6 hereof, but the holder thereof shall only will be entitled to only such rights as are granted by the California CodeDGCL. (b) Notwithstanding the provisions of Section 1.10(a)2.7(a) hereof, if any holder of shares of Company Capital Stock dissenting Stockholder who demands appraisal of such shares his Shares under the California Code DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, appraisal then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares shall Shares will automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.62.6(a) hereof, without interest thereon, upon surrender to the Company of the certificate or certificates formerly representing such shares in accordance with Section 1.11Shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and DGCL received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Parent, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who has demanded and perfected such holder's demand for appraisal rights for of such shares holder's Shares in accordance with the California Code Delaware Law (including but not limited to Section 262 thereof) and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.62.6, but the holder thereof shall only be entitled to only such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(a)subsection (a) of this Section, if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares holder's Shares under the California Code Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.62.6(a), without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Section 1.11Shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Delaware Law received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDelaware Law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Parent, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded and perfected appraisal rights for of the Shares owned by such shares holder in accordance with the California Code Delaware Law (including, but not limited to, Section 262 thereof) and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost the right to such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a the right to receive Broadcom Common Stock cash pursuant to Section 1.6, but and the holder thereof shall only be entitled to only such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(a1.7(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code Dissenting Shares shall fail to perfect or effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, then such holder's Shares shall be treated as if they had been automatically converted as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.61.6(a), without interest thereon, thereon upon surrender to the Company of the certificate or certificates formerly representing such shares in accordance with Section 1.11Shares. (c) The Company shall give Broadcom Purchaser (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Delaware Law received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California CodeDelaware Law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Purchaser, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a Shares as to which the holder who thereof has demanded and perfected appraisal rights for such shares with respect to the Merger in accordance with Section 262 of the California Code DGCL and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("the “Dissenting Shares"”) shall not be converted into or represent a right to receive Broadcom Common Stock the Merger Consideration pursuant to Section 1.62.01, but the holder thereof shall only be entitled to only such rights as are granted by the California CodeDGCL. (b) Notwithstanding the provisions of Section 1.10(a2.03(a), if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Code shall DGCL effectively withdraw withdraws or lose loses (through failure to perfect or otherwise) the such holder’s right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares ’s Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration as provided in Section 1.62.01(c), without interest thereoninterest, upon surrender to the Company of the certificate Certificate or Certificates representing such shares in accordance with Shares pursuant to Section 1.112.02. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to served on the Merger served Company pursuant to the California Code DGCL and received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDGCL. The Company shall not, except Except with the prior written consent of Broadcom Parent or as may be required under applicable law, the Company shall not voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock appraisal, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal or dissenters' rights for such shares in accordance with the California Code Utah Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be ------------------- converted into or represent a right to receive Broadcom Parent Common Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California CodeUtah Law. (b) Notwithstanding the provisions of Section 1.10(asubsection (a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code Utah Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Parent Common Stock and cash in lieu of fractional shares as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code Utah Law and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California CodeUtah Law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of capital stock of the Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares ("Dissenting Shares") of Company Capital Stock VitalStream's capital stock held by a holder ("Dissenting Shareholder") who has demanded and perfected appraisal rights for such shares in accordance with the California Code Delaware Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") rights, shall not be converted into or represent a right to receive Broadcom any applicable Parent Common Stock pursuant to Section 1.6Shares, but and the holder thereof shall only be entitled to such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(a)1.6(a) above, if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code Dissenting Shareholder shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisaldissent, then, as of the later of (i) the Effective Time or (ii) and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in the applicable consideration to which such Dissenting Shareholder is then entitled under Section 1.61.4 of this Agreement and Delaware Law, without interest thereon, thereon and upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) The Company shares. VitalStream shall give Broadcom Parent (i) immediate written notice if any person demands appraisal or seeks dissenters rights, (ii) prompt notice of its receipt of any written demands for appraisal of on VitalStream to purchase any shares of Company Capital Stockcapital stock of VitalStream, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code Delaware Law and received by the Company VitalStream in connection with any Dissenting Shareholder or otherwise and (iiiii) the opportunity to participate in all negotiations and proceedings with respect to such demands for appraisal under the California CodeDelaware Law. The Company VitalStream shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment payments with respect to such demands or settle or make any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital UNIDATA Common Stock held by a holder who has demanded and perfected exercised appraisal rights for such shares in accordance with the California Code applicable provisions of the Colorado Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights (the "Dissenting Shares") ), shall not be converted into into, or represent a right to receive Broadcom Common Stock receive, the Merger Consideration pursuant to Section 1.61.06, but the holder thereof shall only be entitled only to such rights as are granted by the California CodeColorado Law with respect to the Dissenting Shares. (b) Notwithstanding the provisions of Section 1.10(a1.09(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code Dissenting Shares shall effectively withdraw or lose (through failure to perfect such rights or otherwise) the right to appraisalsuch holder's appraisal rights, then, as of the later of (i) the Effective Time or (ii) the occurrence of such eventwithdrawal or loss, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6the Merger Consideration, without interest thereon, upon surrender to the Company of the certificate representing such shares Certificate or Certificates in accordance with Section 1.11the terms hereof. (c) The Company UNIDATA shall give Broadcom (i) VMARK prompt written notice of its receipt any demands received by UNIDATA to require UNIDATA to purchase Dissenting Shares, the withdrawal of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other notices or instruments relating to the Merger served pursuant to the California Code Colorado Law and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California CodeUNIDATA. The Company UNIDATA shall not, except with the prior written consent of Broadcom or as may be required under applicable lawVMARK, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock Dissenting Shares or offer to settle settle, or settle settle, any such demandsdemands with respect thereto.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Common Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code Delaware Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a right to receive Broadcom Acquiror Common Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(a2.9(a), if any holder of shares of Company Capital Common Stock who demands appraisal of such shares under the California Code Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Acquiror Common Stock as provided in Section 1.62.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.112.10. (c) The Company shall give Broadcom Acquiror (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Common Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code Delaware Law and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California CodeDelaware Law. The Company shall not, except with the prior written consent of Broadcom Acquiror or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Common Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with Section 262 of the California Code Delaware Act and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.62.1, but the holder thereof shall only be entitled to only such rights in respect thereof as are granted by Section 262 of the California CodeDelaware Act. (b) Notwithstanding the provisions of subsection (a) of this Section 1.10(a)2.2, if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares under his Shares pursuant to Section 262 of the California Code Delaware Act shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.62.1(a), without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares Shares in accordance with Section 1.112.3. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockfair value, withdrawals of such demandsdemands for fair value, and any other instruments relating to the Merger served pursuant to Section 262 of the California Code and Delaware Act received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Section 262 of the California CodeDelaware Act. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock fair value or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with the California Code Delaware Law (including but not limited to Section 262 thereof) and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a 6 12 right to receive Broadcom Common Stock cash pursuant to Section 1.62.1, but the holder thereof shall only be entitled to only such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(a2.2(a), if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Code Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration as provided in Section 1.62.1(a), without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Shares pursuant to Section 1.112.3 hereof. (c) The Company shall give Broadcom the Purchaser (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Delaware Law received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDelaware Law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock the Purchaser, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who that has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with the California Code Delaware Law (including but not limited to Section 262 thereof) and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") ), shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.6SECTION 2.6, but the holder thereof shall only be entitled to only such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(aSECTION 2.7(a), if any holder of shares of Company Capital Stock who Shares that demands appraisal of such shares his Shares under the California Code Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.6SECTION 2.6(a), without interest thereon, upon surrender to the Company of the certificate or certificates formerly representing such shares Shares in accordance with Section 1.11SECTION 2.8. (c) The Company shall give Broadcom the Purchaser (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.,

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital SCP Common Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code Wyoming Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a right to receive Broadcom ITI Common Stock pursuant to Section 1.6SECTIONS 1.2 and 1.3, but the holder thereof shall only be entitled to such rights as are granted by the California CodeWyoming Law. (b) Notwithstanding the provisions of Section 1.10(aSECTION 1.8(A), if any holder of shares of Company Capital SCP Common Stock who demands appraisal of such shares under the California Code Wyoming Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom ITI Common Stock as provided in Section 1.6SECTIONS 1.2 and 1.3, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11SECTIONS 1.2 and 1. (c) The Company SCP shall give Broadcom ITI (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital ITI Common Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Share Exchange received by the Company SCP and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demandsWyoming Law.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal dissenters' rights for such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a right to receive Broadcom Parent Common Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a)1.7(a) above, if any holder of shares of Company Capital Stock who demands appraisal purchase of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisalsuch holder's dissenters' rights, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Parent Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.111.8 of this Agreement. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal purchase of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal purchase of any shares of Company Capital Stock under the California Code. The Company shall not, except with the prior written consent of Broadcom Parent or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal purchase of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any the shares of Company any holder of Seller Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code New York Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a right to receive Broadcom the Cash Component, the Note Component or Buyer Common Stock pursuant to Section 1.61.6 or any contingent additional equity or cash consideration pursuant to Sections 1.12 or 1.13 (collectively, but the holder thereof shall only be entitled to such rights as are granted by the California Code"Contingent Consideration"). (b) Notwithstanding the provisions of Section 1.10(a)foregoing, if any holder of shares of Company Seller Capital Stock who demands appraisal of such shares under the California Code New York Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) and the occurrence of such eventeffective withdrawal, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom the Cash Component per share of Seller Capital Stock, the Note Component per share of Seller Capital Stock, Buyer Common Stock as provided at the Exchange Ratio, and Contingent Consideration, if any, in Section 1.6, each case without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11shares. (c) The Company Seller shall give Broadcom Buyer (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Seller Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code New York Law and received by the Company Seller which relate to any such demand for appraisal 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 under the California CodeNew York Law. The Company Seller shall not, except with the prior written consent of Broadcom Buyer or as may be required under by applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Seller Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision other provisions of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such holder’s appraisal or dissenters' rights under Section 3-202 of the MCC ("the “Dissenting Shares"”) shall not be converted into or represent a right to receive Broadcom Common that portion of the Total Consideration for Company Stock pursuant to set forth in Section 1.61.7(b) hereof, but the holder thereof shall only be entitled to such rights as are granted provided by the California CodeMCC. (b) Notwithstanding the provisions of Section 1.10(a)1.9(a) hereof, if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisalsuch holder’s appraisal rights under MCC, then, as of the later of (i) the Effective Time or (ii) and the occurrence of such event, such holder's ’s shares shall automatically be converted into cancelled and extinguished and thereafter represent only the right to receive Broadcom Common Stock that portion of the Total Consideration as provided set forth in Section 1.61.7(b) hereof, without interest thereon, and subject to the escrow provisions of Section 1.10 and Article 8 hereof, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom Acquiror (i) prompt notice of its receipt of any written demands demand for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company pursuant to MCC, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codesuch demands. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.,

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, to the extent that the provisions of Section 262 of the DGCL are applicable to the Merger, any shares of Company Capital Common Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code and whothat, as of the Effective Time, has not effectively withdrawn Time are or lost such may entitle the holder thereof to appraisal or dissenters' rights ("Dissenting Shares") under Section 262 of the DGCL shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to Section 1.6a portion of the Merger Consideration, but and the holder thereof or holders of such shares shall only be entitled only to such rights as are may be granted by to such holder or holders in Section 262 of the California Code. (b) Notwithstanding DGCL; provided, however, that if the provisions status of Section 1.10(a)any such shares as shares carrying appraisal rights shall not be perfected, or if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisaltheir status as shares carrying appraisal rights, then, then as of the later of (i) the Effective Time or (ii) the occurrence time of the failure to perfect such status or the loss of such eventstatus, such holder's shares shall automatically be converted into and shall represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares Merger Consideration in accordance with Section 1.113.1 and Section 3.2. (cb) The Company shall give Broadcom Purchaser (i) prompt notice of its receipt of any written demands for appraisal of any received by Company prior to the Effective Time to require Company to purchase shares of Company Capital Stock, withdrawals Common Shares pursuant to Section 262 of such demands, the DGCL and of any other instruments relating demand, notice or instrument delivered to Company prior to the Merger served Effective Time pursuant to the California Code and received by the Company DGCL and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codeany such demand, notice or instrument. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily not make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal of Company Capital Stock such demand unless Purchaser shall have consented in writing to such payment or settlement offer to settle or settle any such demands(which consent shall not be unreasonably withheld).

Dissenting Shares. (a) Notwithstanding any provision other provisions of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded exercised and perfected appraisal dissenters' rights for such shares in accordance with the California Code VSCA and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Common the consideration for Company Capital Stock pursuant to set forth in Section 1.61.6 hereof, but the holder thereof shall only be entitled to such rights as are granted provided by the California CodeVSCA in respect of dissenters' shares. (ba) Notwithstanding the provisions of Section 1.10(a)1.6(a) hereof, if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder's dissenters' rights under the right to appraisalVSCA, then, as of the later of (i) the Effective Time or (ii) and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common the consideration for Company Capital Stock as provided set forth in Section 1.61.6 hereof, without interest thereon, upon surrender to the Company of the such holder's certificate representing such shares in accordance with Section 1.11shares. (cb) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands demand for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and dissenters' rights received by the Company pursuant to the applicable provisions of the VSCA and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codesuch demands. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any such demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital PANNONIAN Common Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code Colorado Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a right to receive Broadcom GALAXY Common Stock pursuant to Section 1.6SECTIONS 1.2 and 1.3, but the holder thereof shall only be entitled to such rights as are granted by the California CodeColorado Law. (b) Notwithstanding the provisions of Section 1.10(aSECTION 1.8(A), if any holder of shares of Company Capital PANNONIAN Common Stock who demands appraisal of such shares under the California Code Colorado Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom GALAXY Common Stock as provided in Section 1.6SECTIONS 1.2 and 1.3, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11SECTIONS 1.2 and 1.3. (c) The Company PANNONIAN shall give Broadcom GALAXY (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital GALAXY Common Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Share Exchange received by the Company PANNONIAN and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demandsColorado Law.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, any shares of Company Capital Common Stock held by a holder who is entitled to demand and has demanded and perfected made a demand for appraisal rights for of such shares of Company Common Stock in accordance with the California Code MBCA and who, as has not voted in favor of the Effective Time, has not effectively withdrawn or lost approval of this Agreement (any such appraisal or dissenters' rights ("shares being referred to as “Dissenting Shares"” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the MBCA with respect to such shares) shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to Merger Consideration in accordance with Section 1.62.1, but the holder thereof shall only be entitled only to such rights as are granted by the California CodeMBCA to a holder of Dissenting Shares. (b) Notwithstanding the provisions of Section 1.10(a), if If any holder of shares of Company Capital Stock who demands appraisal of Dissenting Shares shall lose their status as such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal), then, as of the later of (i) the Effective Time or (ii) the occurrence date of loss of such eventstatus, such holder's shares shall automatically be converted into and shall represent only the right to receive Broadcom Common Stock as provided Merger Consideration in accordance with Section 1.62.1, without interest thereon, upon surrender to the Company of the certificate Certificates representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom the Buyer: (i) prompt notice of its receipt of any written demands demand for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company prior to the Effective Time pursuant to the MBCA, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the MBCA that relate to such demand; and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codeany such demand, notice or instrument. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily not make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal of Company Capital Stock such demand, notice or offer instrument unless the Buyer shall have given its written consent to settle such payment or settle any such demandssettlement offer.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and that are held by a holder stockholder of the Company who has shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded and perfected properly in writing appraisal rights for such shares in accordance with Section 262 of the California Code DGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent the right to receive, any Merger Consideration. Such stockholder shall be entitled to receive payment of the appraised value of such Company Capital Stock held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders of the Company who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares under such Section 262 shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to Section 1.6any Merger Consideration, but without any interest thereon, upon surrender of the holder thereof shall only be entitled to certificate or certificates, if any, that formerly evidenced such rights as are granted by the California Codeshares. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockreceived by the Company, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code DGCL and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demandsDGCL.

Dissenting Shares. (a) 1.7.1 Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Common Shares issued and outstanding immediately before the Effective Time and held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Common Shares in accordance with the California Iowa Code (including Sections 490.1320 - 490.1328 of the Iowa Code), and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost such his right to appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.61.6 of this Agreement, but the holder thereof shall only be entitled only to such the rights as are granted by the California Iowa Code. (b) 1.7.2 Notwithstanding the provisions of Section 1.10(a)1.7.1, if any holder of shares of Company Capital Stock Common Shares who demands appraisal of such shares his Common Shares under the California Iowa Code shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, such whichever occurs later, the holder's shares Common Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.6, without interest thereoninterest, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Section 1.11the Common Shares. (c) 1.7.3 The Company shall give Broadcom Purchaser (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockCommon Shares, withdrawals of such demands, any demands and any other instruments relating to the Merger served pursuant to the California Iowa Code and received by the Company after the date of this Agreement and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California Iowa Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Purchaser, settle or offer to settle or settle any such demandsdemands for appraisal.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Target Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a right to receive Broadcom Common Stock the applicable Merger Consideration pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a)) above, if any holder of shares of Company Target Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the applicable Merger Consideration as provided in Section 1.6, without interest thereon, upon surrender to the Company Exchange Agent of the certificate representing such shares in accordance with Section 1.111.11 of this Agreement. (c) The Company Target shall give Broadcom Acquiror (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Target Capital Stock, withdrawals of such demands, and any other notices or instruments delivered to Target relating to the Merger served pursuant to the California Code and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to any demands for appraisal under the California Codeof Target Capital Stock. The Company Target shall not, except with the prior written consent of Broadcom or as may be required under applicable lawAcquiror, voluntarily make any payment with respect to any demands for appraisal of Company Target Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, any shares of Company Capital Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded and perfected properly in writing appraisal rights for such shares Shares in accordance with the California Code and who, as Section 262 of the Effective TimeDGCL (collectively, has not effectively withdrawn or lost such appraisal or dissenters' rights (the "Dissenting Shares") shall not be converted into into, or represent a the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive Broadcom Common Stock pursuant to the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 1.62.11, but of the holder thereof shall only be entitled to certificate or certificates that formerly evidenced such rights as are granted by the California CodeShares. (b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stockreceived by the Company, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code DGCL and received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable lawParent, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with the California Delaware Code (including but not limited to Section 262 thereof), and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.61.6 hereof, but the holder thereof shall only be entitled to only such rights as are granted by the California Delaware Code. (b) Notwithstanding the provisions of Section 1.10(a)1.7(a) hereof, if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Delaware Code shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever occurs later, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock cash as provided in Section 1.61.6 hereof, without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Section 1.11Shares. (c) The Company shall give Broadcom Purchaser (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, demands and any other instruments relating to the Merger served pursuant to the California Delaware Code and received by the Company after the date hereof and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California Delaware Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock Parent, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary (other than Section 1.9(b)), any shares of Company Capital Common Stock held by a holder who has demanded and perfected appraisal or dissenters’ rights for such shares in accordance with the California Code Delaware Law, and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' ’ rights ("“Dissenting Shares"”) shall not be converted into or represent a right to receive Broadcom Common Stock the Merger Consideration pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(a1.9(a), if any holder of shares of Company Capital Common Stock who demands appraisal of such shares under the California Code Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's ’s shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration as provided in Section 1.6, without interest thereon, upon surrender to the Company of the certificate certificate(s) representing such shares in accordance with Section 1.111.10. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Common Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code Delaware Law and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law. Any payment with respect to any demands for appraisal of Company Common Stock or offer to settle any such demands shall be made by the California Code. The Company from its own funds and shall not be funded directly or indirectly by Parent, provided, that the Company shall not, except with the prior written consent of Broadcom Parent or as may be required under applicable law, voluntarily make any such payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demandssettle.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Common Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code IBCA (including without limitation the provisions of Sections 11.65 and 11.70 thereof) and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a right to receive Broadcom Common Stock the Merger Consideration pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California CodeIBCA. (b) Notwithstanding the provisions of Section 1.10(a)subsection (a) above, if any holder of shares of Company Capital Common Stock who demands appraisal of such shares under the California Code IBCA shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock Merger Consideration as provided in Section 1.6, if any, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Common Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code IBCA and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California CodeIBCA. The Company shall not, except with the prior written consent of Broadcom Parent or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Common Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal dissenters' rights for such shares in accordance with the California Code DGCL and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a right to receive Broadcom Parent Common Stock pursuant to Section SECTION 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California CodeDGCL. (b) Notwithstanding the provisions of Section 1.10(a)SECTION 1.7(A) above, if any holder of shares of Company Capital Stock who demands appraisal purchase of such shares under the California Code DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisalsuch holder's dissenters' rights, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Parent Common Stock as provided in Section SECTION 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11SECTION 1.8 of this Agreement. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal purchase of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code DGCL and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal purchase of any shares of Company Capital Stock under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom Parent or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal purchase of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal asserted dissenters' rights for such shares in accordance with the California Code DGCL and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") shall not be converted into or represent a right to ----------------- receive Broadcom SciQuest Common Stock pursuant to Section 1.6, but the holder thereof ----------- shall only be entitled to such rights as are granted by the California CodeDGCL. (b) Notwithstanding the provisions of Section 1.10(a)1.7(a) above, if -------------- any holder of shares of Company Capital Stock who demands appraisal purchase of such shares under the California Code DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisalsuch holder's dissenters' rights, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom SciQuest Common Stock as provided in Section 1.6, without interest ----------- thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11.1.8 of this Agreement. ----------- (c) The Company shall give Broadcom SciQuest (i) prompt notice of its receipt of any written demands demand for appraisal purchase of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code DGCL and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal purchase of any shares of Company Capital Stock under the California CodeDGCL. The Company shall not, except with the prior written consent of Broadcom SciQuest or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal purchase of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital CNI Common Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code Nevada Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a right to receive Broadcom CCI Common Stock pursuant to Section 1.6SECTIONS 1.2 and 1.3, but the holder thereof shall only be entitled to such rights as are granted by the California CodeNevada Law. (b) Notwithstanding the provisions of Section 1.10(aSECTION 1.8(A), if any holder of shares of Company Capital CNI Common Stock who demands appraisal of such shares under the California Code Nevada Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom CCI Common Stock as provided in Section 1.6SECTIONS 1.2 and 1.3, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11SECTIONS 1.2 and 1. (c) The Company CNI shall give Broadcom CCI (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital CCI Common Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Share Exchange received by the Company CNI and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Code. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demandsNevada Law.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code Delaware Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") ), shall not be converted into or represent a right to receive Broadcom Parent Common Stock or New Preferred Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(a)subsection (a) above, if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Parent Common EXECUTION VERSION Stock or New Preferred Stock and fractional shares as provided in Section 1.6, if any, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code Delaware Law and received by the Company Company, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California CodeDelaware Law. The Company shall not, except with the prior written consent of Broadcom Parent or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, any shares of capital stock of the Company Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code and whothat, as of the Effective Time, has not effectively withdrawn or lost are held by a Company Stockholder exercising such Company Stockholder’s right of appraisal or dissenters' rights in accordance with Section 262 of the Delaware General Corporation Law ("the “Dissenting Shares"”) shall will not be converted into or represent a the right to receive Broadcom Common Stock pursuant to Section 1.6payment in accordance with Sections 1.7 and 1.8, but the holder thereof shall only and such Company Stockholders will be entitled only to such rights as are may be granted by to such Company Stockholders in Section 262 of the California Code. (b) Notwithstanding Delaware General Corporation Law; provided, however, that if such Company Stockholder’s right of appraisal is not perfected, or if such Company Stockholder’s demand for payment is withdrawn pursuant to Section 262 of the provisions of Section 1.10(a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, thenDelaware General Corporation Law, as of the later of (i) the Effective Time or (ii) the occurrence time of the failure to perfect such status or the withdrawal of such eventdemand, such holder's shares shall will automatically be converted into and will represent only the right to receive Broadcom Common Stock as provided in Section 1.6, without interest thereon, (upon the surrender to the Company of the certificate or certificates representing such shares shares) payment in accordance with Section 1.11Sections 1.7 and 1.8. (cb) The Company shall give Broadcom will (i) give Parent prompt notice of its receipt of any written demands for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and demand received by the Company prior to the Effective Time to require the Company to purchase Company Shares pursuant to Section 262 of the Delaware General Corporation Law and of any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Delaware General Corporation Law, and (ii) give Parent the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the California Codeany such demand. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, voluntarily will not make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal of Company Capital Stock such demand unless Parent has consented in writing to such payment or offer to settle or settle any such demandssettlement offer.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares") Shares shall not be converted into or represent a the right to receive Broadcom Common Stock pursuant to any portion of the Aggregate Consideration in accordance with Section 1.62.1, but the holder thereof shall only be entitled only to such rights as are granted by the California CodeDGCL to a holder of Dissenting Shares. (b) Notwithstanding the provisions of Section 1.10(a), if If any holder of shares of Company Capital Stock who demands appraisal of Dissenting Shares shall lose their status as such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal), then, as of the later of (i) the Effective Time or (ii) the occurrence date of loss of such eventstatus, such holder's shares shall automatically be converted into and shall represent only the right to receive Broadcom Common Stock as provided any portion of the Aggregate Consideration otherwise payable in Section 1.6respect thereof pursuant to this Agreement, without interest thereon, upon surrender to the Company of the certificate Certificate formerly representing such shares in accordance with Section 1.11shares. (c) The Company shall give Broadcom the Buyer (i) prompt notice of its receipt of any written demands demand for appraisal of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company prior to the Effective Time pursuant to the DGCL, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California Codeany such demand, notice or instrument. The Company shall not, except with the prior written consent of Broadcom not settle or as may be required under applicable law, voluntarily make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal of Company Capital Stock such demand, notice or offer instrument unless the Buyer shall have given its written consent to settle such settlement, payment or settle any such demandssettlement offer, which consent shall not be unreasonably withheld, conditioned or delayed.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock Shares held by a holder who has demanded and perfected his demand for appraisal rights for such shares of his Shares in accordance with the California Code Delaware Law (including but not limited to Section 262 thereof) and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost his right to such appraisal or dissenters' rights ("Dissenting ---------- Shares") ), shall not be converted into or represent a right to receive Broadcom Common Stock cash pursuant to Section 1.62.1, but the holder thereof shall only be entitled to only such rights as are granted by the California CodeDelaware Law. (b) Notwithstanding the provisions of Section 1.10(a2.2(a), if any holder of shares of Company Capital Stock Shares who demands appraisal of such shares his Shares under the California Code Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the his right to appraisal, then, then as of the later of (i) the Effective Time or (ii) the occurrence of such event, whichever later occurs, such holder's shares Shares shall automatically be converted into and represent only the right to receive Broadcom Common Stock the Merger Consideration as provided in Section 1.62.1(a), without interest thereon, upon surrender to the Company of the certificate or certificates representing such shares in accordance with Shares pursuant to Section 1.112.3 hereof. (c) The Company shall give Broadcom the Purchaser (i) prompt notice of its receipt of any written demands for appraisal or payment of the fair value of any shares of Company Capital StockShares, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and Delaware Law received by the Company and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the California CodeDelaware Law. The Company shall not, except with the prior written consent of Broadcom or as may be required under applicable law, not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Company Capital Stock the Purchaser, settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal dissenters' rights for such shares in accordance with the California Code and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a right to receive Broadcom Parent Common Stock pursuant to Section SECTION 1.6, but the holder thereof shall only be entitled to such rights as are granted by the California Code. (b) Notwithstanding the provisions of Section 1.10(a)SECTION 1.7(a) above, if any holder of shares of Company Capital Stock who demands appraisal purchase of such shares under the California Code shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisalsuch holder's dissenters' rights, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Broadcom Parent Common Stock as provided in Section SECTION 1.6, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 1.11SECTION 1.8 of this Agreement. (c) The Company shall give Broadcom Parent (i) prompt notice of its receipt of any written demands for appraisal purchase of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to the Merger served pursuant to the California Code and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal purchase of any shares of Company Capital Stock under the California Code. The Company shall not, except with the prior written consent of Broadcom Parent or as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisal purchase of Company Capital Stock or offer to settle or settle any such demands.