Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except with the prior written consent of the Purchaser or Merger Sub, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any other term or provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, any Shares shares of Company Common Stock that are outstanding immediately prior to the Effective Time that which are held by a stockholder stockholders who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor (i) have not consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL Merger, (ii) have demanded appraisal for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them shares in accordance with the provisions of the DGCLSection 92A.300 to 92A.500, including Section 262 inclusive, of the DGCLNGCL (if such provisions provide for appraisal rights for such shares), and will (iii) have not failed to perfect or effectively withdrawn such demand or otherwise lost their appraisal rights (the "Dissenting Shares"), shall not be converted pursuant to ----------------- Section 3.1(c) hereof or represent the right to receive any Parent Common Stock -------------- pursuant to this Article III (but shall be entitled to receive only dividends under ----------- Section 3.2(d) hereof). Holders of Dissenting Shares shall be entitled to have -------------- such shares appraised in accordance with the payment provided by provisions of Section 262 92A.300 to 92A.500, inclusive, of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3NGCL, except that all Dissenting Shares held by stockholders who have failed to perfect or who have effectively have withdrawn or otherwise lose lost their dissenters’ rights pursuant right to the appraisal of such shares under such provisions of the DGCL will NGCL shall thereupon be deemed to have been converted into, and represent to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, certificates representing the Merger Consideration shares of Parent Common Stock, and cash in lieu of fractional shares of Parent Common Stock and any dividends to the manner extent provided in this Section 3 and will no longer 3.2(c) hereof to be Dissenting Shares issued or Excluded Shares and paid -------------- in consideration therefor upon surrender of such holder will no longer be deemed a Dissenting Stockholder.certificates in accordance with Section 3.2 hereof. ----------- (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (eb) The Company will shall give the Purchaser and Merger Sub Parent (i) prompt notice of any written demands to receive fair value for Shares held appraisal received by a stockholderthe Company, attempted withdrawals of such demandsdemands for appraisal, and any other instruments served pursuant to applicable Law the NGCL and received by the Company relating to rights of dissent with respect to the Merger. Company, and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for appraisal under the NGCL. The Company shall not, except with the prior written consent of the Purchaser or Merger SubParent, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Sharesappraisal, or offer to settle settle, or settle settle, any such demands or approve any withdrawal or other treatment of any such demandsdemand for appraisal rights.

Dissenting Shares. (a) Notwithstanding any provision Each outstanding share of this Agreement Talarian ----------------- Common Stock as to which a written demand for appraisal is duly made in accordance with Section 262 of the contrary and to the extent available under the DGCL, any Shares outstanding immediately DGCL at or prior to the Effective Time that are held by a stockholder who has neither Talarian Stockholders' Meeting (as defined in Section 2.15) and not withdrawn at or prior to the Talarian Stockholders' Meeting and which is not voted (or consented in writing) in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will shall not be converted into, into or represent the a right to receive, receive the Merger Consideration unless and until such Dissenting Stockholder fails the holder thereof shall have failed to perfect, or shall have effectively withdraws withdrawn or otherwise loses hislost, her such appraisal rights under said Section 262, at which time each such share shall be converted into the right to receive the Merger Consideration (and any cash paid in respect thereof pursuant to Sections 1.6(e) and 1.7(d)). All such shares of Talarian Common Stock as to which such a written demand for appraisal is so filed and not withdrawn at or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled prior to the Talarian Stockholders' Meeting and which are not voted (or consented in writing) in favor of adoption of this Agreement, except any such shares of Talarian Common Stock the holder of which shall have effectively withdrawn or lost such appraisal rights with respect under said Section 262, are herein referred to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their as "Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will " Talarian shall give the Purchaser and Merger Sub TIBCO prompt notice upon receipt by Talarian of any written demands to receive fair value for Shares held by a stockholderappraisal, attempted withdrawals withdrawal of such demands, and any other instruments served written communications delivered to Talarian pursuant to applicable Law received by said Section 262, and Talarian shall give TIBCO the Company relating to rights of dissent with respect opportunity, to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity extent permitted by law, to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except such demands. Except with the prior written consent of the Purchaser or Merger SubTIBCO, Talarian shall not voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, appraisal and shall not settle or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary Section 2.2, Existing Shares which are issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that and which are held by a stockholder holder who has neither not voted such shares of capital stock of the Company in favor of the adoption Merger and who has delivered a written demand for relief as a dissenting stockholder in the manner provided by DGCL and who, as of this Agreement the Effective Time, shall not have effectively withdrawn or approval lost such right to relief as a dissenting stockholder ("Dissenting Shares") shall not be converted into a right to receive the pro rata portion of the Merger nor consented thereto Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of DGCL shall receive payment therefor from the Surviving Corporation in writing accordance with DGCL; PROVIDED, HOWEVER, that if any such holder of Dissenting Shares (i) shall have failed to establish his entitlement to relief as a dissenting stockholder as provided in Section 262 of DGCL, (ii) shall have effectively withdrawn his demand for relief as a dissenting stockholder with respect to such Shares, Dissenting Shares or is otherwise entitled lost his right to dissenters’ rights relief as a dissenting stockholder and payment for his Dissenting Shares under Section 262 of DGCL or (iii) shall have failed to file a complaint with the appropriate court seeking relief as to determination of the value of all Dissenting Shares within the time provided in Section 262 of DGCL, and who has validly asserted dissenters’ rights such holder shall forfeit the right to relief as a dissenting stockholder with respect to the Merger in accordance with the DGCL for such Dissenting Shares (the and each such Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not Share shall be converted into, or represent into the right to receivereceive the appropriate cash amount, without interest thereon, from the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner Surviving Corporation as provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to 2.2. The Company shall give Recap prompt notice of any demands received by the contrary contained in this Section 3.3, if the Merger is abandoned Company prior to the Effective TimeTime for relief as a dissenting stockholder, then and Recap shall have the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) such demands. The Company shall not, except with the prior written consent of the Purchaser or Merger SubRecap, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle or offer to settle or settle any such demands or approve any withdrawal or other treatment of settle, any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary contrary, shares of FoxHollow Common Stock that are issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time and that are held by a stockholder holder of such shares of FoxHollow Common Stock who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented properly exercises appraisal rights with respect thereto in writing accordance with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of DGCL (such shares, the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the “Dissenting Shares”) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will shall not be converted into, into or represent the right to receive, receive the Merger Consideration unless Consideration, and until the holder of such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder Shares will be entitled only entitled to receive payment of the rights with respect to the Dissenting Shares held by them appraised value of such shares of FoxHollow Common Stock in accordance with the provisions of the DGCL, including such Section 262 of the DGCL, unless and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed until such holder fails to perfect or who effectively have withdrawn withdraws or otherwise lose their dissenters’ rights pursuant loses such holder’s right to appraisal and payment under the provisions DGCL. For purposes of the DGCL will thereupon be deemed to have been converted intocalculations in Section 2.1(b), all Non-Electing FoxHollow Shares and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be shares of FoxHollow Common Stock that constitute Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned immediately prior to the Effective Time shall be deemed to be Mixed Consideration Electing Shares. If, after the Effective Time, then any such holder fails to perfect or effectively withdraws or loses such right, such shares of FoxHollow Common Stock will thereupon be treated as if they had been converted into and to have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration payable or issuable in respect of Mixed Consideration Electing Shares as set forth in Section 2.1(b), without any interest thereon. FoxHollow shall give prompt notice to ev3 of any Dissenting Stockholder demands received by FoxHollow for appraisals of shares of FoxHollow Common Stock. ev3 shall have the right to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demandscontrol, and any other instruments served pursuant to applicable Law received by FoxHollow shall have the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity right to participate in and direct in, all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for appraisal under the DGCL. FoxHollow shall not, except with the prior written consent of the Purchaser ev3 (which shall not be unreasonably conditioned, withheld or Merger Subdelayed), voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, appraisal or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary and contrary, to the extent available under the DGCLpermitted by applicable Law, any Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a stockholder holders of such Shares who has neither have not voted in favor of the adoption and approval of this Agreement Agreement, including the Merger, or approval of the Merger nor consented thereto in writing and who are entitled to and have properly demanded appraisal of such shares of Company Common Stock in accordance with Section 14A:11-1 et seq. of the NJBCA or otherwise pursuant to applicable Law (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and holders of such Dissenting Shares shall be entitled to only such consideration as may be due with respect to such Dissenting Shares pursuant to Section 14A:11-1 et seq. of the NJBCA or otherwise pursuant to applicable Law, unless and until any such holder fails to perfect, withdraws, or otherwise loses its appraisal rights under applicable Law (including the NJBCA) with respect to such Shares. If, or is otherwise entitled to dissenters’ rights under Section 262 of after the DGCLEffective Time, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for any such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder holder fails to perfect, effectively withdraws or otherwise loses his, her such rights pursuant to Section 14A:11-1 et seq. of the NJBCA or its dissenters’ rights. (b) Each Dissenting Stockholder will be only otherwise pursuant to applicable Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment relief provided by Section 262 14A:11-1 et seq. of the DGCL with respect NJBCA or otherwise pursuant to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3applicable Law, all such Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have treated as if they had been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to at the Effective Time, then the right to receive the Merger Consideration, without any interest thereon, on the terms and subject to the conditions in this Agreement and shall no longer constitute Dissenting Shares hereunder. At the Effective Time, any holder of Dissenting Shares shall cease to have any Dissenting Stockholder rights with respect thereto other than such rights as are provided to be paid the fair value holders of such stockholder’s Dissenting Shares pursuant to the provisions Section 14A:11-1 et seq. of the DGCL will cease. (e) NJBCA or otherwise pursuant to applicable Law. The Company will shall give the Purchaser and Merger Sub Parent (i) prompt written notice of any written demands to receive fair value received by the Company for Shares held by a stockholderappraisals of shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served relating to appraisal demands received by the Company pursuant to Section 14A:11-1 et seq. of the NJBCA or otherwise pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity and right to participate participate, at Pxxxxx’s sole expense, in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) such demands and the Company shall consider in good faith comments or suggestions proposed by Parent with respect to such demands; provided, that, after the date hereof until the Effective Time, the Company shall not, except with the prior written consent of the Purchaser or Merger SubParent, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, appraisal or offer to settle or settle any such demands or approve waive any withdrawal failure to timely deliver a written demand for appraisal or otherwise to comply with Section 14A:11-1 et seq. of the NJBCA or other treatment of any such demandsapplicable Law.

Dissenting Shares. (a) Notwithstanding any provision Holders of this Agreement shares of TCBI Common Stock shall have such rights to dissent from the contrary Merger and obtain payment of the fair value of their shares as are afforded to such Person by Chapter 10, Subchapter H of the extent available under the DGCL, any Shares TBOC. Each share of TCBI Common Stock issued and outstanding immediately prior to the Effective Time that are held Time, the holder of which has properly perfected such holder’s rights of appraisal by following the exact procedure required by under the TBOC, is referred to herein as a stockholder “Dissenting Share.” Notwithstanding anything in this Agreement to the contrary, each Dissenting Share owned by each holder thereof who has neither voted properly perfects such holder’s appraisal rights in favor connection with the Merger by following the exact procedures required by the TBOC will be entitled to receive payment of the adoption fair value, as contemplated in the TBOC, paid in cash for such holder’s shares of this Agreement or approval TCBI Common Stock in accordance with and to the extent required under the applicable provisions of the TBOC in lieu of the Merger nor consented thereto Consideration described in writing with respect to such SharesSection 2.06; provided, however, if any holder of any Dissenting Shares shall effectively withdraw or is otherwise entitled to dissenters’ lose his appraisal rights under Section 262 the applicable provisions of the DGCLTBOC, and who has validly asserted dissenters’ rights with respect each such Dissenting Share shall cease to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (be a Dissenting Stockholder)Share and shall be deemed to have been converted into and to have become exchangeable for, will not be converted into, or represent the right to receive, receive the Merger Consideration unless and until for each of such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the holder’s Dissenting Shares held by them without any interest thereon in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company 2.06. TCBI will give the Purchaser and Merger Sub BFST (a) prompt written notice of any written demands communications received from any shareholder of TCBI related to receive fair value for Shares held by a stockholderthe exercise of, attempted withdrawals of such demandsor indicating an intent to exercise appraisal rights, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (fb) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for fair value under the TBOC. TCBI shall not, except with the prior written consent of the Purchaser or Merger SubBFST, voluntarily make any payment with respect to, or settle, or offer or agree to any demands for payment of fair value for Dissenting Sharessettle, offer to settle or settle any such demands or approve any withdrawal or other treatment demand for payment. Any portion of any such demandsthe Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of TCBI Common Stock for which appraisal rights have been perfected shall be returned to BFST upon demand.

Dissenting Shares. (a) Subject to Section 2.2(b)(ii) but notwithstanding any other provision of this Agreement to the contrary and to the extent available under the Cayman Company Act, Acquiror Shares that are issued and outstanding immediately prior to the Initial Merger Effective Time and that are held by Acquiror Shareholders who shall have validly exercised their dissenters’ rights for such Acquiror Shares in accordance with Section 238 of the Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (the “Dissenting Acquiror Shares,” and the holders of such Dissenting Acquiror Shares being the “Dissenting Acquiror Shareholders”) shall not be converted into, and such Dissenting Acquiror Shareholders shall have no right to receive, the applicable Initial Merger Consideration unless and until such Dissenting Acquiror Shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Companies Act. The Acquiror Shares owned by any Acquiror Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Companies Act shall cease to be Dissenting Acquiror Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Initial Merger Effective Time, the right to receive the applicable Initial Merger Consideration, without any interest thereon in accordance with Section 3.1(a)(ii). (b) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLCayman Companies Act, any Company Shares that are issued and outstanding immediately prior to the Acquisition Effective Time and that are held by a stockholder Company Shareholders who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to shall have validly exercised their dissenters’ rights under for such Company Shares in accordance with Section 262 238 of the DGCL, Cayman Companies Act and who has validly asserted otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the “Dissenting Company Shares,” and the holders of such Dissenting Company Shares being the “Dissenting Company Shareholders”) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will shall not be converted into, or represent the and such Dissenting Company Shareholders shall have no right to receive, the applicable Acquisition Merger Consideration unless and until such Dissenting Stockholder Company Shareholder fails to perfectperfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Companies Act. The Company Shares owned by any Company Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will Cayman Companies Act shall cease to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and represent to have become exchangeable for, as of the Acquisition Effective Time, the right to receivereceive the applicable Acquisition Merger Consideration, the Merger Consideration without any interest thereon in the manner provided in this accordance with Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder3.1(c)(i). (dc) Notwithstanding anything Prior to the contrary contained in this Section 3.3Acquisition Closing, if the Merger is abandoned prior to the Effective TimeCompany shall give Acquiror, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will and Acquiror shall give the Purchaser and Merger Sub Company, prompt written notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, dissenters’ rights made in accordance with the Cayman Companies Act and any other instruments served pursuant to applicable Law received by the Company relating to rights from Company Shareholders and by Acquiror from its shareholders, respectively, and any withdrawals of dissent with respect to such demands and the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all Acquiror shall each have complete control over their own negotiations and proceedings with respect to assertion of such dissenters’ rights; and (ii) notrights of its shareholders, except with that neither the prior written consent of Company nor the Purchaser Acquiror shall make or Merger Sub, voluntarily commit or agree to make any payment with respect to any demands for payment exercise by its shareholders of fair value for Dissenting Shares, offer its rights to dissent from the Acquisition Merger or Initial Merger (as applicable) or commit or agree to settle or settle compromise any demands for appraisal, without the prior written consent of the Acquiror (in the case of the Company) or the Company (in the case of the Acquiror), in any such demands or approve any withdrawal or other treatment of any case with such demandsconsent not to be unreasonably withheld.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to contrary, the extent available under the DGCL, shares of any holder of Glyko Common Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted demanded and perfected appraisal and dissent rights ("Dissenters' Rights") in favor respect of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger Glyko Common Shares in accordance with the DGCL for such Shares (Interim Order and the Dissenting Shares) CBCA and otherwise who, as of the Effective Time, has not effectively withdrawn or lost such appraisal and dissent rights (a "Dissenting StockholderShares"), will shall not be converted into, into or represent the a right to receivereceive BioMarin Common Stock pursuant to Section 1.5, but the Merger Consideration unless and until holder thereof shall only be entitled to such Dissenting Stockholder fails to perfectrights as are granted by the Interim Order or the CBCA, effectively withdraws or otherwise loses his, her or its dissenters’ rightsas the case may be. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with Notwithstanding the provisions of subsection (a), if any holder of Glyko Common Shares who demands appraisal of such shares under the DGCLCBCA shall effectively withdraw (or otherwise by law not be entitled to) the right to appraisal, including Section 262 then, as of the DGCLlater of the Effective Time and the occurrence of such event, such holder's shares shall automatically be exchanged for and will be entitled represent only the right to receive only the payment provided by Section 262 BioMarin Common Stock, without interest thereon, upon surrender of the DGCL with respect to their Dissenting Sharescertificate representing such shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. Glyko shall give BioMarin (di) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholderappraisal of any Glyko Common Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law the Interim Order and the CBCA and received by the Company relating Glyko which relate to rights of dissent with respect to the Merger. any such demand for appraisal and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all substantial negotiations and proceedings which take place prior to the Effective Time with respect to assertion of dissenters’ rights; and (ii) demands for appraisal and dissent under the CBCA. Glyko shall not, except with the prior written consent of the Purchaser BioMarin (not to be unreasonably withheld or Merger Subdelayed), voluntarily make any payment with respect to any demands for payment appraisal of fair value for Dissenting Shares, Glyko Common Shares or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands. (d) Any payments made to holders of Glyko Common Shares pursuant to Section 1.6(a) shall be made solely from the assets of Glyko.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary and contrary, only to the extent available that dissenters’ rights or appraisal rights pursuant to the NJBCA apply to the transactions contemplated by this Agreement and that DMK Stockholders have dissenters rights or appraisal rights under the DGCLNJBCA with respect to the Merger and the transactions contemplated by this Agreement, then any Shares shares of DMK Capital Stock that are outstanding immediately prior to the Effective Time that and which are held by a stockholder who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their exercised and perfected applicable dissenters’ rights or appraisal rights for such shares of DMK Capital Stock in accordance with the NJBCA (such shares referred to as “Dissenting Shares”), shall not be converted into or represent a right to receive Adamis Common Stock pursuant to the provisions of the DGCL will thereupon Section 1.6(a), but instead shall be deemed converted in to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer receive such consideration as may be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder determined to be paid the fair value of due with respect to such stockholder’s Dissenting Shares pursuant to the provisions NJBCA. If a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal, then, as of the DGCL later of the Effective Time or the date of which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease. (e) The Company cease to be Dissenting Shares and will be converted into the right to receive shares of Adamis Common Stock attributable to such Dissenting Shares as determined in accordance with Section 1.6(a). DMK will give the Purchaser and Merger Sub Axxxxx prompt notice of any written demands to receive fair value received by DMK for Shares held by a stockholderappraisal of shares of DMK Capital Stock, attempted withdrawals of such demands, and any other instruments served pursuant that relate to applicable Law such demands received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser DMK. Axxxxx and Merger Sub the opportunity to DMK shall jointly participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) notsuch demands except as limited by applicable Law. Neither Adamis nor DMK will, except with the prior written consent of the Purchaser or Merger Subother, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle or offer to settle or settle any such demands or approve any withdrawal or other treatment of settle, any such demands, unless and to the extent required to do so under applicable Law.

Dissenting Shares. (aNotwithstanding Section 4.1(a)(i) Notwithstanding or any other provision of this Agreement to the contrary contrary, shares of BellRing Class A Common Stock that are issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Merger Effective Time that are and held by a stockholder any Person who has neither not voted in favor of the adoption of this Agreement Merger or approval of the Merger nor consented thereto in writing and who has properly exercised and perfected appraisal rights for such shares of BellRing Class A Common Stock in accordance with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the “Dissenting Shares”) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will shall not be converted into, or represent the into a right to receive, receive the Merger Consideration unless and until but instead shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Stockholder Shares; provided, however, that if such holder fails to timely perfect, effectively withdraws or otherwise loses hissuch holder’s right to appraisal, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled pursuant to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything such shares of BellRing Class A Common Stock, or if a court of competent jurisdiction shall determine that such holder is not entitled to the contrary contained in this relief provided by Section 3.3262 of the DGCL, all such shares of BellRing Class A Common Stock shall immediately cease to be Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions and shall be treated as if they had been shares of BellRing Class A Common Stock converted as of the DGCL will thereupon be deemed to have been converted Merger Effective Time into, and represent to have become exchangeable solely for, the right to receive, receive the Merger Consideration in accordance with Section 4.1(a)(i) (less any payments made by the manner provided Surviving Corporation with respect to such shares of BellRing Class A Common Stock in this accordance with Section 3 262(h) of the DGCL), without interest thereon, in accordance with the provisions of Section 4.2(b). BellRing shall provide SpinCo prompt written notice of any demands received by BellRing for appraisal of shares of BellRing Class A Common Stock, any withdrawal of any such demand and will no longer be Dissenting Shares any other demand, notice or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything instrument delivered to the contrary contained in this Section 3.3, if the Merger is abandoned BellRing prior to the Merger Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares Time pursuant to the provisions Section 262 of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands that relate to receive fair value for Shares held by a stockholder, attempted withdrawals of such demandsdemand, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub SpinCo shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except such demands. Except with the prior written consent of the Purchaser or Merger SubSpinCo, voluntarily BellRing shall not make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or offer to settle or settle settle, otherwise negotiate any such demands or approve agree to do any withdrawal or other treatment of any such demandsthe foregoing.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary contrary, each outstanding Share or Class B Share, the holder of which has demanded and perfected such holder’s right to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor of the adoption of this Agreement or approval of dissent from the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Shares or Class B Shares in accordance with the DGCL and, as of the Effective Time, has not effectively withdrawn or lost such dissenters’ rights (“Dissenting Shares”), shall not be converted into or represent a right to receive the Merger Consideration into which Shares are converted, or the Class B Merger Consideration into which Class B Shares are converted, pursuant to Section 1.6(b) hereof, but the provisions holder thereof shall be entitled only to such rights as are granted by the DGCL. Notwithstanding the immediately preceding sentence, if any holder of Shares or Class B Shares who demands dissenters’ rights with respect to its Shares or Class B Shares under the DGCL effectively withdraws or loses (through failure to perfect or otherwise) its dissenters’ rights, then as of the DGCL Effective Time or the occurrence of such event, whichever later occurs, such holder’s Shares or Class B Shares will cease. (eautomatically be converted into and represent only the right to receive the Merger Consideration as provided in Section 1.6(b) hereof, without interest thereon, upon surrender of the certificate or certificates formerly representing such Shares or Class B Shares. After the Effective Time, Purchaser shall cause the Company to make all payments to holders of Shares or Class B Shares with respect to such demands in accordance with the DGCL. The Company will shall give the Purchaser and Merger Sub (i) prompt written notice of any written demands notice of intent to receive demand fair value for any Shares held by a stockholderor Class B Shares, attempted withdrawals of such demandsnotices, and any other instruments served pursuant to applicable Law the DGCL and received by the Company relating to rights of dissent with respect to the Merger. Company, and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for fair value for Shares or Class B Shares under the DGCL. The Company shall not, except with the prior written consent of the Purchaser or Merger SubPurchaser, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, Shares or Class B Shares or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. Each outstanding share of First Mutual Common Stock the holder of which has perfected his right to dissent under the WBCA and has not effectively withdrawn or lost such right as of the Effective Time (athe “Dissenting Shares”) Notwithstanding shall not be converted into or represent a right to receive shares of Washington Federal Common Stock or cash hereunder, and the holder thereof shall be entitled only to such rights as are granted by the WBCA. First Mutual shall give Washington Federal prompt notice upon receipt by First Mutual of any provision such written demands for payment of this Agreement the fair value of such shares of First Mutual Common Stock and of withdrawals of such demands and any other instruments provided pursuant to the contrary and WBCA. If any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the extent available under the DGCL, any Shares outstanding immediately right to dissent at or prior to the Effective Time that are held by and shall have delivered a stockholder who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect properly completed Election Form to the Merger in accordance with Exchange Agent by the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder)Election Deadline, will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them such holder shall be converted into a right to receive Washington Federal Common Stock or cash in accordance with the applicable provisions of the DGCL, including Section 262 this Agreement; and if any such holder of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything Shares shall not have delivered a properly completed Election Form to the contrary contained in this Section 3.3Exchange Agent by the Election Deadline, all the Dissenting Shares held by stockholders who such holder shall be designated No-Election Shares. If any holder of Dissenting Shares shall have failed effectively withdrawn or lost the right to dissent (through failure to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (dotherwise) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to after the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by such holder shall be converted on a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant share by share basis into either the right to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate receive Washington Federal Common Stock and/or cash in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except accordance with the prior written consent applicable provisions of this Agreement as Washington Federal or the Purchaser or Merger Sub, voluntarily make any payment with Exchange Agent shall determine. Any payments made in respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demandsShares shall be made by Washington Federal.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary contrary, shares of CBH Common Stock and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are CBH Preferred Stock held by a stockholder holders thereof who has neither are entitled to vote on the Merger and who have not voted such shares in favor of the adoption of this Agreement or approval of and the Merger nor consented thereto in writing and with respect to such Shares, or is otherwise entitled to dissenters’ which appraisal rights under shall have been properly exercised and perfected in accordance with Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the “Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder”), will shall not be converted into, into or represent the right to receive, receive the Merger Consideration unless which the holders of CBH Common Stock and until CBH Preferred Stock are entitled to receive pursuant to Sections 2.1 through 2.3 above, and holders of such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will shall be entitled to receive only the payment provided for by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed unless and until such holders fail to perfect or who effectively have withdrawn withdraw or otherwise lose their dissenters’ rights pursuant to demand payment under the provisions of DGCL. If, after the DGCL will Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares shall thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder“Non-Electing Company Shares. ” CBH shall give NeoStem (di) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right prompt notice of any Dissenting Stockholder to be paid the fair value of such stockholder’s demands for payment for Dissenting Shares pursuant to the provisions Section 262 of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held received by a stockholderCBH, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law the DGCL and received by the Company relating to rights of dissent with respect to the Merger. CBH and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion demands for payment pursuant to Section 262 of dissenters’ rights; and (ii) the DGCL. CBH shall not, except with the prior written consent of the Purchaser NeoStem or Merger Subas otherwise required by Applicable Law, voluntarily make any payment with respect to any such demands for payment of fair value for Dissenting Shares, or offer to settle or settle any such demands demands. Notwithstanding anything in this Agreement to the contrary, NeoStem, at the election of its Board of Directors (or approve a committee thereof), in its sole discretion, may terminate and abandon this Agreement at any withdrawal time prior to the Closing if the Dissenting Shares represent more than five (5%) of the shares of CBH Common Stock or other treatment of any such demandsCBH Preferred Stock held by holders thereof who are entitled to vote on the Merger.

Dissenting Shares. (a) Notwithstanding any provision ss.2(d), shares of this Agreement to the contrary Company Common Stock which are issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that and which are held by a stockholder Company Stockholder who has neither not voted such shares in favor of the adoption Merger, who shall have delivered a written demand for appraisal of this Agreement or approval such shares in the manner provided by the Delaware General Corporation Law and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to appraisal ("Dissenting Shares") shall not be converted into a right to receive the Merger nor consented thereto in writing with respect Consideration. The holders thereof shall be entitled only to such Shares, or is otherwise rights as are granted by Section 262 of the Delaware General Corporation Law. Each holder of Dissenting Shares who becomes entitled to dissenters’ payment for such shares pursuant to Section 262 of the Delaware General Corporation Law shall receive payment therefor from the Surviving Corporation in accordance with the Delaware General Corporation Law; PROVIDED, HOWEVER, that (i) if any such holder of Dissenting Shares shall have failed to establish his entitlement to appraisal rights as provided in Section 262 of the Delaware General Corporation Law, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such shares or lost his right to appraisal and payment for his shares under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares Delaware General Corporation Law or (the Dissenting Sharesiii) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the if neither any holder of Dissenting Shares held by them in accordance with nor the provisions Surviving Corporation shall have filed a petition demanding a determination of the DGCL, including value of all Dissenting Shares within the time provided in Section 262 of the DGCLDelaware General Corporation Law, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent such holder shall forfeit the right to receiveappraisal of such shares and each such share shall be treated as if it had been a Non-Stock Electing Share and had been converted, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to as of the Effective Time, then into a right to receive the right of any Dissenting Stockholder to be paid Merger Consideration, without interest thereon, from the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (eSurviving Corporation as provided in ss.2(d) hereof. The Company will shall give the Purchaser and Merger Sub AAC prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights for appraisal of dissent with respect to shares, and, until the Merger. (f) The Company will: (i) give Effective Time, AAC shall have the Purchaser and Merger Sub the opportunity right to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) such demands. The Company shall not, except with the prior written consent of the Purchaser or Merger SubAAC, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle or offer to settle or settle any such demands or approve any withdrawal or other treatment of settle, any such demands.

Dissenting Shares. (a) Notwithstanding any provision As promptly as practicable but in no event later than the 11th calendar day following approval of this Agreement by the shareholders of BBI, BBI will mail to every shareholder of record of BBI that did not consent to the contrary and to the extent available under the DGCLapproval of this Agreement, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor notice of the adoption fact and date of the approval of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with Section 6.202(d) of the DGCL for such Shares (TBOC and that the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent shareholder may exercise the shareholder’s right to receive, dissent from the Merger Consideration unless in accordance with Subchapter H of Chapter 10 of the TBOC. The notice shall be accompanied by a copy of Subchapter H of Chapter 10 of the TBOC, a copy of this Agreement, and until such Dissenting Stockholder fails additional information and materials as the Surviving Corporation or CFG may elect to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsprovide. (b) Each Dissenting Stockholder will be only entitled to the Any holder of shares of BBI Common Stock who perfects such holder’s rights with respect to the Dissenting Shares held by them of dissent and appraisal in accordance with the provisions and as contemplated by Subchapter H of Chapter 10 of the DGCL, including TBOC shall not receive payment pursuant to Section 262 of the DGCL, and will 1.03 but shall instead be entitled to receive only from CFG, the payment provided by Section 262 fair value of such shares in cash as determined pursuant to such provision of the DGCL TBOC; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with respect the applicable provisions of the TBOC and surrendered to their Dissenting SharesCFG the certificate or certificates representing the shares for which payment is being made. In the event that a dissenting shareholder of BBI fails to perfect, or effectively withdraws or loses, such holder’s right to dissent and receive payment for such holder’s shares, CFG shall issue and deliver the consideration to which such holder of shares of CFG Common Stock is entitled under this Article I (without interest) upon surrender by such holder of the certificate or certificates representing the shares of BBI Common Stock held by such holder. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will BBI shall give the Purchaser and Merger Sub CFG prompt notice of any written demands to receive fair value for Shares held appraisal or payment for shares of BBI Common Stock received by a stockholderit, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law law that are received by the Company relating to rights of dissent BBI with respect to shareholders’ rights to dissent. BBI shall not, without the Mergerprior written consent of CFG, voluntarily make any payment with respect to, or settle or offer to settle, any such demands. (fd) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct CFG shall control all negotiations and proceedings with respect to assertion any demands for dissenter’s rights. CFG shall promptly pay to any dissenting shareholder any and all amounts due and owing to such holder as a result of dissenters’ rights; and (ii) not, except with the prior written consent any settlement or final determination by any court of the Purchaser or Merger Sub, voluntarily make any payment competent jurisdiction with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary contrary, including Section 2.6, Shift Shares issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder holder who has neither not voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing and who has properly exercised appraisal rights of such Shift Shares in accordance with Section 262 of the DGCL (such Shift Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shift Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will shall not be converted into, or represent the into a right to receive, receive a portion of the Merger Consideration unless and until such Dissenting Stockholder fails to perfectConsideration, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will but instead shall be only entitled to only to receive payment of the rights with respect to the Dissenting appraised value of such Shift Shares held by them in accordance with the provisions of Section 262 of the DGCL; provided, including however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, and will such Shift Shares shall be entitled to receive only the payment provided by Section 262 treated as if they had been converted as of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent Effective Time into the right to receive, receive the portion of the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and Consideration, if any, to which such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything is entitled pursuant to the contrary contained in this Section 3.32.6, if the Merger is abandoned without interest thereon. Shift shall provide Parent prompt written notice of any demands received by Shift for appraisal of Shift Shares, any written withdrawal of any such demand and any other written demand, notice or instrument delivered to Shift prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares Time pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands that relates to receive fair value for Shares held by a stockholder, attempted withdrawals of such demandsdemand, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except such demands. Except with the prior written consent of the Purchaser or Merger SubParent, voluntarily Shift shall not make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle or offer to settle or settle any such demands or approve any withdrawal or other treatment of settle, any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, any Shares outstanding immediately prior to the Effective Time that are shares of BVBC Common Stock held by a stockholder Person (a “Dissenting Shareholder”) who has neither voted in favor demanded and perfected a demand for appraisal of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsshares of BVBC Common Stock in accordance with Section 17‑6712 of the KGCC, and, as of the Effective Time, has neither effectively withdrawn nor lost his, her or its right to such demand will not represent a right to receive Merger Consideration or the Adjusted Merger Consideration, as the case may be, for any share of BVBC Common Stock pursuant to Sections 2.3(a), 2.6 and 2.7, but in lieu thereof the holder thereof will be entitled to only such rights as are granted by the KGCC. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with Notwithstanding the provisions of Section 2.10(a), if any Dissenting Shareholder demanding payment of fair value of such Dissenting Shareholder’s shares of BVBC Common Stock (“Dissenting Shares”) under the DGCL, including KGCC will effectively withdraw or lose (through failure to perfect or otherwise) such Dissenting Shareholder’s rights and remedies granted by Section 262 17‑6712 of the DGCLKGCC, then, as of the Effective Time or the time of such withdrawal or loss, whichever occurs later, each Dissenting Share will automatically be converted into and will be entitled represent only the right to receive only the payment Merger Consideration as provided by Section 262 in Sections 2.3(a), 2.6 and 2.7 upon surrender of the DGCL with respect to their certificate or certificates representing such Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company BVBC will give the Purchaser and Merger Sub Heartland prompt notice of any written demands to receive fair value for Shares held objection by a stockholderDissenting Shareholder to the Merger or any demands by a Dissenting Shareholder for appraisal of his, attempted withdrawals her or its shares of such demandsBVBC Common Stock received by BVBC in accordance with Section 17‑6712 of the KGCC, and any other instruments served pursuant Heartland will have the right, at its expense, to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate direct in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) such demands. BVBC will not, except with the prior written consent of the Purchaser Heartland or Merger Subas otherwise required by Law, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, settle, or offer to settle or settle any such demands or approve any withdrawal or other treatment of settle, any such demands. Heartland will make any payments, settlement and offers of settlements to Dissenting Shareholders with respect to demands made pursuant to Section 17‑6712 of the KGCC.

Dissenting Shares. (a) Notwithstanding any provision As promptly as practicable but in no event later than the 11th calendar day following approval of this Agreement by the shareholders of BBI, BBI will mail to every shareholder of record of BBI that did not consent to the contrary and to the extent available under the DGCLapproval of this Agreement, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor notice of the adoption fact and date of the approval of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with Section 6.202(d) of the DGCL for such Shares (TBOC and that the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent shareholder may exercise the shareholder's right to receive, dissent from the Merger Consideration unless in accordance with Subchapter H of Chapter 10 of the TBOC. The notice shall be accompanied by a copy of Subchapter H of Chapter 10 of the TBOC, a copy of this Agreement, and until such Dissenting Stockholder fails additional information and materials as the Surviving Corporation or CFG may elect to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsprovide. (b) Each Dissenting Stockholder will be only entitled to the Any holder of shares of BBI Common Stock who perfects such holder's rights with respect to the Dissenting Shares held by them of dissent and appraisal in accordance with the provisions and as contemplated by Subchapter H of Chapter 10 of the DGCL, including TBOC shall not receive payment pursuant to Section 262 of the DGCL, and will 1.03 but shall instead be entitled to receive only from CFG, the payment provided by Section 262 fair value of such shares in cash as determined pursuant to such provision of the DGCL TBOC; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with respect the applicable provisions of the TBOC and surrendered to their Dissenting SharesCFG the certificate or certificates representing the shares for which payment is being made. In the event that a dissenting shareholder of BBI fails to perfect, or effectively withdraws or loses, such holder's right to dissent and receive payment for such holder's shares, CFG shall issue and deliver the consideration to which such holder of shares of CFG Common Stock is entitled under this Article I (without interest) upon surrender by such holder of the certificate or certificates representing the shares of BBI Common Stock held by such holder. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will BBI shall give the Purchaser and Merger Sub CFG prompt notice of any written demands to receive fair value for Shares held appraisal or payment for shares of BBI Common Stock received by a stockholderit, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law law that are received by the Company relating to rights of dissent BBI with respect to shareholders' rights to dissent. BBI shall not, without the Mergerprior written consent of CFG, voluntarily make any payment with respect to, or settle or offer to settle, any such demands. (fd) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct CFG shall control all negotiations and proceedings with respect to assertion any demands for dissenter's rights. CFG shall promptly pay to any dissenting shareholder any and all amounts due and owing to such holder as a result of dissenters’ rights; and (ii) not, except with the prior written consent any settlement or final determination by any court of the Purchaser or Merger Sub, voluntarily make any payment competent jurisdiction with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding Subject to Section 2.2(b)(ii) but notwithstanding any other provision of this Agreement to the contrary and to the extent available under the DGCLCayman Companies Act, any SPAC Ordinary Shares that are issued and outstanding immediately prior to the Merger Effective Time and that are held by a stockholder SPAC Shareholders who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to shall have validly exercised their dissenters’ rights under for such SPAC Ordinary Shares in accordance with Section 262 238 of the DGCL, Cayman Companies Act and who has validly asserted otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the “Dissenting SPAC Shares”, and the holders of such Dissenting SPAC Shares being the “Dissenting SPAC Shareholders”) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will shall not be converted into, or represent the and such Dissenting SPAC Shareholders shall have no right to receive, the applicable Merger Consideration unless and until such Dissenting Stockholder SPAC Shareholder fails to perfectperfect or effectively withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Companies Act. The SPAC Ordinary Shares owned by any SPAC Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will Cayman Companies Act shall cease to be Dissenting SPAC Shares and shall thereupon be deemed to have been converted into, and represent to have become exchangeable for, as of the Merger Effective Time, the right to receivereceive the applicable Merger Consideration, the Merger Consideration without any interest thereon in the manner provided in this accordance with Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder3.1(a)(ii). (db) Notwithstanding anything Prior to the contrary contained in this Section 3.3Closing, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will SPAC shall give the Purchaser and Merger Sub Company prompt written notice of any written demands to receive fair value for Shares held dissenters’ rights made in accordance with the Cayman Companies Act and received by a stockholderSPAC from any of its shareholders, attempted and any withdrawals of such demands, demands and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all SPAC shall have complete control over its own negotiations and proceedings with respect to assertion of such dissenters’ rights; and (ii) notrights of its shareholders, except with the prior written consent of the Purchaser that SPAC shall not make or Merger Sub, voluntarily commit or agree to make any payment with respect to any demands for payment exercise by its shareholders of fair value for Dissenting Shares, offer their rights to dissent from the Merger or commit or agree to settle or settle compromise any demands for appraisal, without the prior written consent of the Company, in any such demands case with such consent not to be unreasonably withheld, conditioned or approve any withdrawal or other treatment of any such demandsdelayed.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Agreement, if appraisal rights are available to holders of LMI Common Stock or LMI Preferred Stock pursuant to Section 3.3262 of the DGCL ("SECTION 262"), all Dissenting Shares held by stockholders who have failed to perfect each outstanding share of LMI Common Stock or who LMI Preferred Stock, the holder of which has demanded and perfected his demand for appraisal of the fair value of such shares in accordance with Section 262 and has not effectively have withdrawn or otherwise lose their dissenters’ lost his right to such appraisal (the "DISSENTING SHARES"), shall not be converted into or represent a right to receive the Merger Consideration, but the holder thereof shall be entitled only to such rights as are granted by Section 262. LMI shall give Ebiz prompt written notice upon receipt of any such written demands for appraisal of the fair value of shares of LMI Common Stock or LMI Preferred Stock and of withdrawals of such demands and any other instruments provided pursuant to Section 262 (any stockholder duly making such demand being hereafter called a "DISSENTING STOCKHOLDER"). Each Dissenting Stockholder who becomes entitled, pursuant to the provisions of Section 262, to payment for his shares of LMI Common Stock or LMI Preferred Stock shall receive payment therefor from the DGCL will thereupon be deemed to Surviving Corporation (but only after the amount thereof shall have been converted intoagreed upon or at the times and in the amounts required by Section 262), and represent such shares of LMI Common Stock or LMI Preferred Stock, as the right to receivecase may be, the Merger Consideration in the manner provided in this Section 3 and will no longer shall be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholdercancelled. (db) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right If any holder of any Dissenting Stockholder to be paid shares of LMI Common Stock or LMI Preferred Stock who demands appraisal of the fair value of his shares under Section 262 shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such stockholder’s Dissenting Shares pursuant to appraisal, the provisions shares of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice LMI Common Stock or LMI Preferred Stock of any written demands such holder shall be converted into a right to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the MergerMerger Consideration. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except with the prior written consent of the Purchaser or Merger Sub, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, any Common Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor of the do not vote for adoption of this Agreement or approval of the Merger nor consented thereto in writing and with respect to such Shares, or is otherwise entitled to dissenters’ which appraisal rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger are perfected in accordance with Section 623 of the DGCL for such Shares New York BCL (the Dissenting "DISSENTING Shares") and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will shall not be converted into, or represent into the right to receive, receive cash and Units pursuant to Section 3.1 hereof at or after the Merger Consideration Effective Time unless and until the holder of such Dissenting Stockholder fails to perfect, effectively Common Shares withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the his demand for such appraisal rights with respect to the Dissenting Shares held by them in accordance with the provisions Section 623 of the DGCLNew York BCL ("WITHDRAWAL") or becomes ineligible for such appraisal rights ("INELIGIBILITY"). Upon Withdrawal or Ineligibility, including Section 262 then, as of the DGCLEffective Time or the occurrence of such event, and will whichever last occurs, such holder's Common Shares shall cease to be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon and shall be deemed to have been converted into, into and represent the right to receivereceive cash and Units pursuant to Section 3.1 hereof. Upon such conversion, the Merger Consideration Representative shall cause to be distributed from the Payment Fund an amount with respect to such converted Common Shares computed in accordance with the manner provided payment formula described in this Section 3 3.1 hereof, and will no longer be Dissenting Shares or Excluded Shares and the Custody Agent shall pay over such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything amount to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value holder of such stockholder’s Dissenting converted Common Shares pursuant to as soon as practicable thereafter. If any Cullman Shareholder shall properly demand his appraisal rights under the provisions of New York BCL, the DGCL will cease. (e) The Company will shall give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demandsthereof, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give Acquisition Sub and the Purchaser and Merger Sub shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ any such appraisal rights; and (ii) . The Company shall not, except with the prior written consent of Acquisition Sub or the Purchaser or Merger SubPurchaser, voluntarily make any payment with respect to any demands for payment such appraisal rights. After a final determination of fair value for the amounts to which the holders of Dissenting Shares are entitled, the Representative shall cause to be distributed from the Payment Fund such amounts from the balance of the Payment Fund after taking into account all amounts paid or payable to Cullman Shareholders other than holders of Dissenting Shares. If the Payment Fund exceeds or is inadequate to pay the amounts to which the Cullman Shareholders shall be entitled hereunder as a result of monies owed to Dissenting Shareholders, offer to settle or settle the excess shall be paid into the Indemnification Escrow Fund and any such demands or approve any withdrawal or other treatment of any such demandsshortfall shall be made up from the Indemnification Escrow Fund.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrary herein, shares of Company Common Stock issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that (other than shares of Company Common Stock owned by Parent or any Parent 4 Subsidiaries) and which are held by a stockholder holders of Company Common Stock who has neither voted shall have not voted, or caused or permitted to be voted, any shares of Company Common Stock in favor of the adoption of this Agreement or approval the Plan of Merger at the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, Company Shareholders Meeting and who has validly shall have properly asserted dissenters’ (and not lost or effectively withdrawn) his, her or its appraisal rights with respect to the Merger for such shares in accordance with Article 13 of the DGCL for NCBCA (any such Shares (shares of Company Common Stock, collectively, the “Dissenting Shares”) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will shall not be converted into, into or represent the right to receive, receive the Merger Consideration unless and until such pursuant to Section 2.01(c). Such holders of Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will Shares instead shall only be only entitled to the rights receive such consideration as may be determined to be due with respect to the such Dissenting Shares held by them pursuant to and subject to the requirements of Article 13 of the NCBCA and in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.32.01(g), except that all Dissenting Shares held by stockholders holders of Company Common Stock who shall have failed to perfect or who effectively shall have withdrawn or otherwise lose their dissenters’ rights pursuant lost his, her or its right to dissent from the provisions Merger under Article 13 of the DGCL will thereupon NCBCA shall cease to be Dissenting Shares, holders of such shares shall not be entitled to appraisal of such shares of Company Common Stock under Article 13 of the NCBCA and such shares shall be deemed to have been be converted into, into and represent the right to receive, receive the Merger Consideration Consideration, without any interest thereon, in the manner provided for in this Section 3 2.01(c). From and will no longer be after the Effective Time, the Dissenting Shares shall automatically be cancelled and shall cease to exist and any holder of Dissenting Shares shall cease to have any rights with respect thereto except (i) as provided in Article 13 of the NCBCA, (ii) as provided in the prior sentence and (iii) the right to receive payment of any dividends or Excluded Shares and such holder will no longer be deemed other distributions with a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned record date prior to the Effective Time, then Time that may have been declared or made by the right of any Dissenting Stockholder to be paid the fair value of Company on such stockholder’s Dissenting Shares pursuant in accordance with the terms of this Agreement or prior to the provisions date of this Agreement and which remain unpaid at the DGCL will cease. (e) Effective Time. The Company will shall (i) give the Purchaser and Merger Sub Parent prompt notice of any written demands to receive fair value notice or demand for Shares held by a stockholder, attempted appraisal of any shares of Company Common Stock or any withdrawals of such demands, and any other instruments served pursuant to applicable Law demands received by the Company relating to rights of dissent with respect to the Merger. Company, (f) The Company will: (iii) give the Purchaser and Merger Sub Parent the opportunity to participate in direct and direct control all negotiations and proceedings with respect to assertion any such demands (provided that Parent shall reasonably consult with the Company with respect to any such proceedings and the Company shall not be required to pay any amounts prior to the Closing in settlement of dissenters’ rights; and any such negotiations or proceedings) and (iiiii) not, except with without the prior written consent of the Purchaser or Merger SubParent, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle, offer to settle or settle any such demands or approve any withdrawal or other treatment of otherwise negotiate any such demands. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Article 13 of the NCBCA shall receive cash payment therefor from the Surviving Corporation from funds provided by BATUS (but only after the amount of the consideration required therefor shall have been agreed upon or finally determined pursuant to the NCBCA).

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary and to the extent available under the DGCLAgreement, any Shares each outstanding immediately prior to the Effective Time that are share of Grandpoint Common Stock held by a stockholder holder who has neither not voted in favor of the adoption of this the Agreement or approval of the Merger nor consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Grandpoint Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Sharesshares of Grandpoint Common Stock) shall not be converted into a right to receive a portion of the Merger Consideration, or is otherwise but instead shall be entitled to dissenters’ only such rights under as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Grandpoint Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration, if any, to which such holder is entitled pursuant to Section 3.01(b), without interest thereon. Grandpoint shall give PPBI prompt notice upon receipt by Grandpoint of any such written demands for payment of the fair value of such shares of Grandpoint Common Stock and who has validly asserted dissenters’ rights with respect of withdrawals of such demands and any other instruments provided pursuant to the Merger in accordance with the DGCL for such DGCL. If any holder of Dissenting Shares (the Dissenting Shares) and otherwise not shall have effectively withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receivedissent (through failure to perfect or otherwise), the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them such holder shall be converted on a share by share basis into the right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement. Any payments made in respect of Dissenting Shares shall be made by PPBI or the Surviving Corporation within the time period set forth in the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except with the prior written consent of the Purchaser or Merger Sub, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision Each outstanding share of this Agreement to the contrary and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are Tyecin Common Stock held by a stockholder Tyecin Shareholder who has neither voted demanded and perfected his right to an appraisal of his shares in favor accordance with Section 1301 of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, CGCL and who has validly asserted dissenters’ not effectively withdrawn or lost his right to such appraisal ("Dissenting Shares") shall not be converted into or represent a right to receive Manugistics Common Stock based upon the Conversion Factor pursuant to Section 1.2 hereof, but the holder thereof shall be entitled only to such 4 rights with respect as are granted by Chapter 13 of the CGCL. Each holder of Dissenting Shares who becomes entitled to payment for his Tyecin Common Stock pursuant to Chapter 13 of the Merger CGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsCGCL. (b) Each Dissenting Stockholder will be only entitled If any shareholder of Tyecin who demands appraisal of his shares under Chapter 13 of the CGCL shall effectively withdraw or lose (through failure to the rights with respect perfect or otherwise) his right to the Dissenting Shares appraisal, each share of Tyecin Common Stock held by them such shareholder of Tyecin shall automatically be converted into the right to receive that number of shares of Manugistics Common Stock yielded by multiplying such Tyecin Shareholder's total number of outstanding and issued shares of Tyecin Common Stock as of the Effective Date by the Conversion Factor pursuant to Section 1.2 hereof and such shares of Tyecin Common Stock shall be delivered in accordance with the provisions of the DGCL, including Section 262 of the DGCL, 2.1(b) and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares2.1(c) below. (c) Notwithstanding anything Prior to the contrary contained in this Section 3.3Closing, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, Tyecin shall give Manugistics and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub Acquisition prompt notice of any written demands to receive fair value for Shares held by a stockholderappraisal, attempted withdrawals of such demands, demands for appraisal and any other instruments served pursuant to applicable Law Chapter 13 of the CGCL received by Tyecin. From and after the Closing: (i) the Surviving Company shall give the Paying Agent (as defined in Section 2.2) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company relating to rights of dissent with respect to Surviving Company; (ii) the Merger. (f) The Company will: (i) give Paying Agent shall have the Purchaser and Merger Sub the opportunity right to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except with the prior written consent demands for appraisal under Chapter 13 of the Purchaser or Merger Sub, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demandsCGCL.

Dissenting Shares. (a) Notwithstanding any provision As promptly as practicable but in no event later than the 11th calendar day following approval of this Agreement by the shareholders of HGR, HGR will mail to every shareholder of record of HGR that did not consent to the contrary and to the extent available under the DGCLapproval of this Agreement, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor notice of the adoption fact and date of the approval of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with Section 6.202(d) of the DGCL for such Shares (TBOC and that the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent shareholder may exercise the shareholder's right to receive, dissent from the Merger Consideration unless in accordance with Subchapter H of Chapter 10 of the TBOC. The notice shall be accompanied by a copy of Subchapter H of Chapter 10 of the TBOC, a copy of this Agreement, and until such Dissenting Stockholder fails additional information and materials as the Surviving Corporation or TTI may elect to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsprovide. (b) Each Dissenting Stockholder will be only entitled to the Any holder of shares of HGR Common Stock who perfects such holder's rights with respect to the Dissenting Shares held by them of dissent and appraisal in accordance with the provisions and as contemplated by Subchapter H of Chapter 10 of the DGCL, including TBOC shall not receive payment pursuant to Section 262 of the DGCL, and will 1.03 but shall instead be entitled to receive only from TTI, the payment provided by Section 262 fair value of such shares in cash as determined pursuant to such provision of the DGCL TBOC; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with respect the applicable provisions of the TBOC and surrendered to their Dissenting SharesTTI the certificate or certificates representing the shares for which payment is being made. In the event that a dissenting shareholder of HGR fails to perfect, or effectively withdraws or loses, such holder's right to dissent and receive payment for such holder's shares, TTI shall issue and deliver the consideration to which such holder of shares of TTI Common Stock is entitled under this Article I (without interest) upon surrender by such holder of the certificate or certificates representing the shares of HGR Common Stock held by such holder. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will HGR shall give the Purchaser and Merger Sub TTI prompt notice of any written demands to receive fair value for Shares held appraisal or payment for shares of HGR Common Stock received by a stockholderit, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law law that are received by the Company relating to rights of dissent HGR with respect to shareholders' rights to dissent. HGR shall not, without the Mergerprior written consent of TTI, voluntarily make any payment with respect to, or settle or offer to settle, any such demands. (fd) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct TTI shall control all negotiations and proceedings with respect to assertion any demands for dissenter's rights. TTI shall promptly pay to any dissenting shareholder any and all amounts due and owing to such holder as a result of dissenters’ rights; and (ii) not, except with the prior written consent any settlement or final determination by any court of the Purchaser or Merger Sub, voluntarily make any payment competent jurisdiction with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrary and contained in this Agreement, no Person that has perfected a demand for appraisal rights pursuant to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor Section 262 of the adoption of this Agreement or approval of DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger nor consented thereto in writing Consideration with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Dissenting Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails Person shall have effectively withdrawn its demand for, or failed to perfect, effectively withdraws perfect or otherwise loses hislost its right to, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to appraisal under the rights DGCL with respect to such Dissenting Shares. Notwithstanding anything to the contrary contained in this Agreement, unless and until a Dissenting Shares held by them in accordance Stockholder shall have effectively withdrawn its demand for, or failed to perfect or otherwise lost its right to, appraisal under the DGCL with the provisions of the DGCLrespect to Dissenting Shares, including Section 262 of the DGCL, and will each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their such Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3. If any Dissenting Stockholder effectively withdraws it demand for, all Dissenting Shares held by stockholders who have failed or fails to perfect or who effectively otherwise loses its rights to, appraisal pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, then the right of such Dissenting Stockholder to receive the payment provided by Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have withdrawn or otherwise lose their dissenters’ rights been automatically converted into, as of the Effective Time, and shall represent only, the right to receive the Per Share Merger Consideration, without interest, pursuant to the provisions of this Section 2.9. At the DGCL will thereupon Effective Time, the Dissenting Shares shall cease to be deemed outstanding, shall be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have been converted intoany rights with respect thereto, and represent the right to receive, the Merger Consideration in the manner except such rights provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. 2.9(f). The Company shall give Parent (di) Notwithstanding anything prompt notice of any written demands for appraisal pursuant to Section 262 of the contrary contained in this Section 3.3, if DGCL received by the Merger is abandoned Company prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value withdrawals of such stockholder’s Dissenting Shares demands and any other demands, notices or instruments delivered to the Company pursuant to the provisions Section 262 of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect prior to the Merger. Effective Time that relate to such demands and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate make decisions in and direct respect of all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) any such demand, notice or instrument. The Company shall not, except with the prior written consent of the Purchaser or Merger SubParent, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, appraisal or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, any Shares shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by a stockholder shareholder who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCLdemand, and who has validly asserted dissenters’ rights with respect properly demands, payment of the fair value of such shares pursuant to, and who complies in all respects with, Chapter 13 of the BCA (a “Dissenting Shareholder”) shall not be converted into the right to receive the Merger in accordance with the DGCL for such Shares (the Consideration. For purposes of this Agreement, “Dissenting Shares) ” means any shares of Company Common Stock as to which a Dissenting Shareholder has properly exercised a demand for payment of fair value pursuant to Chapter 13 of the BCA. At the Effective Time, all Dissenting Shares shall be cancelled and otherwise not retired and shall cease to exist. No Dissenting Shareholder shall be entitled to any Merger Consideration in respect of any Dissenting Shares unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the holder’s right to receive, demand payment of the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or fair value of its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with under the provisions of the DGCL, including Section 262 of the DGCLBCA, and will any Dissenting Shareholder shall be entitled to receive only the payment provided contemplated by Section 262 Chapter 13 of the DGCL BCA with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held owned by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, such Dissenting Shareholder and represent the right to receive, the not any Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. Consideration. Company shall give Parent (da) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive for payment of the fair value for Shares held by a stockholderof Dissenting Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law received by the Company relating to rights shareholders’ demands for payment of dissent with respect to the Merger. fair value and (fb) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion demands for payment of dissenters’ rights; and (ii) the fair value of Dissenting Shares under the BCA. Company shall not, except with the prior written consent of the Purchaser or Merger SubParent, voluntarily make any payment with respect to any demands for payment of the fair value for of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Agreement, if appraisal rights are available to holders of LMI Common Stock or LMI Preferred Stock pursuant to Section 3.3262 of the DGCL ("Section 262"), all Dissenting Shares held by stockholders who have failed to perfect each outstanding share of LMI Common Stock or who LMI Preferred Stock, the holder of which has demanded and perfected his demand for appraisal of the fair value of such shares in accordance with Section 262 and has not effectively have withdrawn or otherwise lose their dissenters’ lost his right to such appraisal (the "Dissenting Shares"), shall not be converted into or represent a right to receive the Merger Consideration, but the holder thereof shall be entitled only to such rights as are granted by Section 262. LMI shall give Ebiz prompt written notice upon receipt of any such written demands for appraisal of the fair value of shares of LMI Common Stock or LMI Preferred Stock and of withdrawals of such demands and any other instruments provided pursuant to Section 262 (any stockholder duly making such demand being hereafter called a "Dissenting Stockholder"). Each Dissenting Stockholder who becomes entitled, pursuant to the provisions of Section 262, to payment for his shares of LMI Common Stock or LMI Preferred Stock shall receive payment therefor from the DGCL will thereupon be deemed to Surviving Corporation (but only after the amount thereof shall have been converted intoagreed upon or at the times and in the amounts required by Section 262), and represent such shares of LMI Common Stock or LMI Preferred Stock, as the right to receivecase may be, the Merger Consideration in the manner provided in this Section 3 and will no longer shall be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholdercancelled. (db) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right If any holder of any Dissenting Stockholder to be paid shares of LMI Common Stock or LMI Preferred Stock who demands appraisal of the fair value of his shares under Section 262 shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such stockholder’s Dissenting Shares pursuant to appraisal, the provisions shares of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice LMI Common Stock or LMI Preferred Stock of any written demands such holder shall be converted into a right to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the MergerMerger Consideration. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except with the prior written consent of the Purchaser or Merger Sub, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) 3.3.1 Notwithstanding any provision of anything in this Agreement to the contrary contrary, shares of CMS Bancorp Common Stock issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are of the Merger and held by a stockholder shareholder who has neither not voted in favor of the adoption of this Agreement Merger or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights complied with respect to the Merger in accordance with the DGCL for such Shares applicable provisions of Delaware law (the “Dissenting Shares”) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will shall not be converted into, or represent the into a right to receive, receive the Merger Consideration Consideration, unless and until such Dissenting Stockholder shareholder fails to perfect, effectively perfect or withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled right to appraisal. From and after the Effective Time of the Merger, a shareholder who has properly exercised such appraisal rights shall not have any rights of a shareholder of CMS Bancorp or the Surviving Corporation with respect to such share of CMS Bancorp Common Stock, except those provided under applicable provisions of Delaware law (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). A Dissenting Shareholder shall be entitled to receive payment of the Dissenting Shares appraised value of such share of CMS Bancorp Common Stock held by them the shareholder in accordance with the applicable provisions of Delaware law, unless, after the DGCL, including Section 262 Effective Time of the DGCLMerger, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed such shareholder fails to perfect or who effectively have withdrawn withdraws or otherwise lose their dissenters’ rights pursuant loses his right to the provisions appraisal, in which case such shares of the DGCL will thereupon CMS Bancorp Common Stock shall be deemed to have been converted into, into and represent only the right to receive, receive the Merger Consideration Consideration, without interest thereon, upon surrender of the CMS Bancorp Common Stock in the manner provided in accordance with Section 3.2 of this Section 3 Agreement. Xxxxxx and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then Acquisition Corporation shall have the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all discussions, negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) any such demands for appraisal. CMS Bancorp shall not, except with the prior written consent of the Purchaser or Merger SubXxxxxx and Acquisition Corporation, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle or offer to settle or settle settle, any such demands demand for appraisal, or approve waive any withdrawal failure to timely deliver a written demand for appraisal or other treatment the taking of any other action by such demandsDissenting Shareholder as may be necessary to perfect appraisal rights under Delaware law. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation through its sole stockholder, Xxxxxx.

Dissenting Shares. (a) Notwithstanding any provision Each share of this Agreement to the contrary BSCA Common Stock and to the extent available under the DGCL, any Shares SCB Common Stock issued and outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor Time, the holder of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or which is otherwise entitled to dissenters’ rights under Section 262 of the DGCLdemand, and who has validly asserted dissenters’ rights properly demands, the fair market value of such shares pursuant to, and who complies in all respects with, Chapter 13 of the CGCL with respect to the Merger in accordance with the DGCL is referred to herein as a “Dissenting Share.” Dissenting Shares owned by a BSCA shareholder who has not exchanged his or her Certificates representing shares of BSCA Common Stock for such Shares (the Dissenting Shares) certificates representing shares of SCB Common Stock and otherwise has not effectively withdrawn or lost such rights (a Dissenting Stockholder)his or her dissenter’s rights, will shall not be converted into, into or represent the right to receive, receive the Per Share Merger Consideration unless pursuant to Section 3.1(a)(i) hereof and until shall be entitled only to such rights as are available to such holder pursuant to Chapter 13 of the CGCL. Each holder of Dissenting Shares shall be entitled to receive the value of such Dissenting Stockholder fails to perfectShares held by him or her in accordance with the applicable provisions of Chapter 13 of the CGCL, provided such holder timely complies with the procedures contemplated by and set forth in the applicable provisions of Chapter 13 of the CGCL. If any holder of BSCA Common Stock shall effectively withdraws withdraw or otherwise loses hislose his or her dissenter’s rights under the applicable provisions of Chapter 13 of the CGCL, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to then the Dissenting Shares held by them such BSCA shareholder shall be converted into the right to receive the Per Share Merger Consideration in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares3.1(a)(i) hereof. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except with the prior written consent of the Purchaser or Merger Sub, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary contrary, Acuity Shares which are issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Acuity Merger Effective Time that and which are held by a stockholder who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ stockholders properly exercising appraisal rights available under Section 262 of the DGCLDGCL (the “Acuity Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the shares of Parent Common Stock or Parent Series C Preferred Stock, as applicable, and who has validly asserted dissenters’ Parent Warrants, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights with respect to appraisal under the Merger DGCL. Acuity Dissenting Shares shall be treated in accordance with Section 262 of the DGCL for DGCL. If any such Shares (the Dissenting Shares) and otherwise not holder shall have failed to perfect or shall have effectively withdrawn or lost such rights (a Dissenting Stockholder)right to appraisal, will not such holder’s Acuity Shares shall thereupon be converted into, or represent into and become exchangeable only for the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions as of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Acuity Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right shares of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. Parent Common Stock or Parent Series C Preferred Stock, as applicable, and Parent Warrants. Acuity shall give (ea) The Company will give the Purchaser Parent and Merger Sub Froptix prompt notice of any written demands to receive fair value for Shares held by a stockholderappraisal of any Acuity Shares, attempted withdrawals of such demands, demands and any other instruments instruments, served pursuant to applicable Law the DGCL and received by the Company Acuity relating to rights to be paid the “fair value” of dissent with respect to Acuity Dissenting Shares, as provided in Section 262 of the Merger. DGCL and (fb) The Company will: (i) give the Purchaser and Merger Sub Parent the opportunity to participate in in, and direct after the Closing, direct, all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for appraisal under the DGCL. Acuity shall not, except with the prior written consent of the Purchaser or Merger SubParent and Froptix, voluntarily make or agree to make any payment with respect to any demands for payment appraisals of fair value for Dissenting Acuity Shares. Acuity or Surviving Company II, offer to settle or settle any as applicable under Section 262 of the DGCL, shall comply will all notice requirements under such demands or approve any withdrawal or other treatment of any such demandsSection.

Dissenting Shares. (a) Notwithstanding any provision If, in connection with the Merger, holders of this Agreement to the contrary and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that Company Capital Stock are held by a stockholder who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under pursuant to California Law, any Dissenting Shares shall not be converted into a right to receive shares of Acquiror Common Stock as provided in Section 262 of 2.2(b), but shall be converted into the DGCL, and who has validly asserted dissenters’ rights right to receive such consideration as may be determined to be due with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails Shares pursuant to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) California Law. Each Dissenting Stockholder will be only entitled to the rights with respect to the holder of Dissenting Shares held by them in accordance with the provisions of the DGCLwho, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed California Law, becomes entitled to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right payment of any Dissenting Stockholder to be paid the fair value of such stockholder’s shares shall receive payment therefor in accordance with California Law (but only after the value therefor shall have been agreed upon or finally determined pursuant to California Law). In the event that any Company Shareholder fails to make an effective demand for payment or fails to perfect its dissenters’ rights as to its shares of Company Capital Stock or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receive the consideration issuable pursuant to ARTICLE 2 in respect of such shares had such shares never been Dissenting Shares, and Acquiror shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 8.2, following the satisfaction of the applicable conditions set forth in Section 8.2, the shares of Acquiror Common Stock, to which such Company Shareholder would have been entitled under Section 2.2(b) with respect to such shares, subject to the provisions of Section 2.2(g) (regarding the DGCL will cease. continuation of vesting and repurchase rights) and Section 2.4 (e) regarding the withholding of the Escrow Shares). The Company will shall give the Purchaser and Merger Sub Acquiror prompt notice (and in no event more than two business days) of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law demand received by the Company relating for appraisal of Company Capital Stock or notice of exercise of a Company Shareholder’s dissenters’ rights, and Acquiror shall (after consultation with the Company) have the right to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct control all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) notany such demand. The Company agrees that, except with the Acquiror’s prior written consent of the Purchaser consent, it shall not voluntarily make any payment or Merger Sub, voluntarily offer to make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle or offer to settle or settle settle, any such demands demand for appraisal or approve any withdrawal or other treatment exercise of any such demandsdissenters’ rights.

Dissenting Shares. (a) If any Pathlore Stockholder entitled to appraisal rights under DGCL with respect to the First Merger has properly exercised and perfected such appraisal rights pursuant to and in accordance with Section 262 of the DGCL, such holder shall, to the extent allowed under Applicable Law, be entitled to an appraisal by the Delaware Court of Chancery of the fair value of such Pathlore Stockholder’s Pathlore Capital Stock as provided in Section 262 of the DGCL, provided that such Pathlore Stockholder acts in accordance with and meets all the requirements of Section 262 of the DGCL. Prior to the Closing, SumTotal and Pathlore shall comply, and after the Closing, SumTotal shall comply, with the information delivery and other requirements pursuant to Section 262 of the DGCL and applicable Delaware law. (b) Notwithstanding any other provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, any Shares outstanding immediately prior to the Effective Time shares of Pathlore Capital Stock that are held by a stockholder who has neither have not been voted in favor of the adoption of this Agreement or for approval of the First Merger nor consented thereto in writing and with respect to which such Shares, or is otherwise stockholders become entitled to exercise dissenters’ rights under in accordance with Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the “Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder”), will not be converted into, into or represent a right to receive consideration in connection with the First Merger pursuant to Section 1.7, but will instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL. (c) If a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal, then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 exchangeable for, that portion of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3Merger Consideration, all without interest thereon, into which such Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to would have been converted into, pursuant to Sections 1.7(a) and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder(b). (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company Pathlore will give the Purchaser SumTotal and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted or withdrawals of such demandsdissenters’ rights with regard to Pathlore Common Stock received prior to the Effective Time, and any other instruments served pursuant to applicable Law received by SumTotal shall have the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity right to participate in and direct all negotiations and proceedings with respect to assertion of any demands for dissenters’ rights; and (ii) not. Pathlore agrees that, except with the prior written consent of the Purchaser or SumTotal and Merger Sub, voluntarily or as required under the DGCL, it will not make any payment with respect to, or settle or offer or agree to settle, any such demand for appraisal. Each Dissenting Stockholder who, pursuant to Section 262 of the DGCL, becomes entitled to payment of the fair value of the Dissenting Shares will receive payment therefor (but only after the value therefore has been agreed upon or finally determined pursuant to such provisions). (e) Any amount paid by SumTotal or the Surviving Entity to any demands for payment of fair value Dissenting Stockholder(s) for Dissenting Shares, offer Shares pursuant to settle or settle any such demands or approve any withdrawal or other treatment Section 262 of any such demands.the DGCL in excess of the value

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary contrary, including Section 3.1, shares of Company Common Stock issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are (other than Cancelled Shares) and held by a stockholder holder who has neither not voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing and who is entitled to and has properly demanded appraisal of such shares of Company Common Stock in accordance with Section 14A:11-1 et seq. of the NJBCA (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws, or otherwise loses such holder’s appraisal rights under the NJBCA with respect to such Sharesshares of Company Common Stock) shall not be converted into a right to receive the Merger Consideration, or is otherwise but instead shall be entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights only such consideration as may be due with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails Shares pursuant to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions Section 14A:11-1 et seq. of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to NJBCA. At the Effective Time, then the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right of any Dissenting Stockholder to be paid receive the fair value of such stockholder’s Dissenting Shares in accordance with Section 14A:11-1 et seq. of the NJBCA. If, after the Effective Time, such holder fails to perfect, withdraws, or loses such holder’s right to appraisal pursuant to the provisions Section 14A:11-1 et seq. of the DGCL will cease. (e) NJBCA or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 14A:11-1 et seq. of the NJBCA, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration pursuant to Section 3.1, without interest thereon, and such shares of Company Common Stock shall not be deemed Dissenting Shares. The Company will give the Purchaser and Merger Sub shall provide Parent (a) prompt written notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights for appraisal of dissent with respect shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Merger. Company prior to the Effective Time pursuant to the NJBCA that relates to such demand, and any such written notice to Parent shall be delivered within one (f1) The Company will: Business Day after the Company’s receipt of any of the foregoing, and (ib) give the Purchaser and Merger Sub the opportunity and right to participate in and direct all negotiations and proceedings with respect to assertion demands made pursuant to Section 14A:11-1 et seq. of dissenters’ rights; and the NJBCA (ii) it being understood that, subject to good-faith consultation with Pxxxxx, the Company will have the right to direct and control any such negotiations and proceedings). The Company shall not, except with the prior written consent of the Purchaser or Merger SubParent, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, such demand or offer to settle or settle any such demands demand, or approve agree to do any withdrawal or other treatment of any such demandsthe foregoing.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and contrary, Dissenting Shares shall not be converted into the right to receive the extent available under Merger Consideration but instead will be entitled to only such rights as are granted by Section 262 of the DGCL, any . The holders of Dissenting Shares outstanding immediately prior shall be entitled to the Effective Time that are held by a stockholder who has neither voted in favor receive payment of the adoption appraised value of this Agreement or approval such Dissenting Shares in accordance with the provisions of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such holder of Dissenting Stockholder Shares fails to perfect, effectively withdraws perfect or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled fails to the rights with respect to the Dissenting Shares held by them in accordance comply with the provisions of Section 262 of the DGCL, including DGCL or effectively withdraws or waives or otherwise loses such holder’s rights to appraisal of such Dissenting Shares pursuant to Section 262 of the DGCL, and will be or a court of competent jurisdiction determines that such holder is not entitled to receive only the payment relief provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all DGCL. If any such holder of Dissenting Shares held by stockholders who have failed fails to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant fails to comply with the provisions of Section 262 of the DGCL will thereupon or effectively withdraws or waives or otherwise loses such right to appraisal of such Dissenting Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Dissenting Shares shall be deemed to have been converted into, and represent have become exchangeable for, as of the Company Merger Effective Time, the right to receive, receive the Merger Consideration in the manner provided in this Section 3 Consideration, without any interest thereon, and will no longer shall not thereafter be deemed to be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) Shares. The Company will shall (i) give the Purchaser and Merger Sub prompt Parent notice of any written demands to receive fair value for Shares held by a stockholderappraisal of shares of Company Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law the DGCL and received by the Company relating to rights of dissent with respect to the Merger. Dissenting Shares promptly after receipt by the Company and (f) The Company will: (iii) give Parent the Purchaser and Merger Sub the opportunity opportunity, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to assertion such demands for appraisal pursuant to the DGCL in respect of dissenters’ rights; and such Dissenting Shares. The Company shall not, except with the prior written consent of Parent (ii) which shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands. Prior to the Closing, Parent shall not, except with the prior written consent of the Purchaser or Merger SubCompany (which consent shall have been approved by the Special Committee), voluntarily require the Company to make any payment with respect to any such demands for payment of fair value for Dissenting Shares, appraisal or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary contrary, shares of LTX-Credence Common Stock issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder any holder who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 demand and properly demands appraisal of the DGCLsuch shares pursuant to, and who has validly asserted dissenters’ rights with respect to complies in all respects with, the Merger in accordance with provisions of the DGCL for such Shares MBCA (the “Dissenting Shares”) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will shall not be converted into, into or represent the right to receivereceive the Issued Ordinary Shares, the Merger Consideration cash payable in lieu of fractional shares pursuant to Section 1.6(e), and any dividends or other distributions payable pursuant to Section 1.7(d) unless the holder’s right to appraisal shall have ceased in accordance with the MBCA. At the Effective Time, the Dissenting Shares shall no longer be outstanding and until such Dissenting Stockholder fails shall automatically be canceled and shall cease to perfectexist, effectively withdraws and each holder of a Certificate or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled Book Entry Shares that immediately prior to the Effective Time represented Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the Dissenting Shares held by them fair value of such shares in accordance with the provisions of the DGCLMBCA. If such holder has so forfeited or withdrawn his, including Section 262 her or its right to appraisal of Dissenting Shares, then as of the DGCLoccurrence of such event, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all such holder’s Dissenting Shares held by stockholders who have failed shall cease to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been Dissenting Shares and shall be converted into, into and represent the right to receivereceive the Issued Ordinary Shares, the Merger Consideration cash payable in the manner provided lieu of fractional shares pursuant to Section 1.6(e) and any dividends or other distributions payable pursuant to Section 1.7(d) in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and respect of such holder will no longer be deemed a Dissenting Stockholdershares of LTX-Credence Common Stock. (db) Notwithstanding anything to the contrary contained in this Section 3.3, LTX-Credence shall give Verigy (if the LTD LTX-Credence Merger is abandoned prior to occurs) or Holdco (if the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. Holdco LTX-Credence Merger occurs) (ei) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholderappraisal of any shares of LTX-Credence Common Stock, attempted withdrawals of such demands, and any other instruments served pursuant that relate to applicable Law such demands received by the Company relating to rights of dissent with respect to the Merger. LTX-Credence and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for appraisal under the MBCA. LTX-Credence shall not, except with the prior written consent of Verigy (if the Purchaser LTD LTX-Credence Merger occurs) or Holdco (if the Holdco LTX-Credence Merger Suboccurs), voluntarily such consent not to be unreasonably withheld, conditioned or delayed, make any payment with respect to any demands for payment appraisal of fair value for Dissenting Shares, shares of LTX-Credence Common Stock or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, any Shares outstanding immediately prior to the Effective Time that are shares of FBLB Common Stock held by a stockholder Person (a “Dissenting Shareholder”) who has neither voted in favor demanded and perfected a demand for appraisal of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsshares of FBLB Common Stock in accordance with Chapter 10, Subchapter H, of the TBOC, and, as of the Effective Time, has neither effectively withdrawn nor lost his, her or its right to such demand will not represent a right to receive Merger Consideration for any share of FBLB Common Stock pursuant to Sections 2.3(a), 2.4 and 2.5, but in lieu thereof the holder thereof will be entitled to only such rights as are granted by Chapter 10, Subchapter H, of Title 1 of the TBOC. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with Notwithstanding the provisions of Section 2.8(a), if any Dissenting Shareholder demanding payment of fair value of such Dissenting Shareholder’s shares of FBLB Common Stock (“Dissenting Shares”) under the DGCLTBOC will effectively withdraw or lose (through failure to perfect or otherwise) such Dissenting Shareholder’s rights and remedies granted by Chapter 10, including Section 262 Subchapter H, of Title 1 of the DGCLTBOC, then, as of the Effective Time or the time of such withdrawal or loss, whichever occurs later, each Dissenting Share will automatically be converted into and will be entitled represent only the right to receive only the payment Merger Consideration as provided by Section 262 in Sections 2.3(a), 2.4 and 2.5 upon surrender of the DGCL with respect to their certificate or certificates representing such Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company FBLB will give the Purchaser and Merger Sub Heartland prompt notice of any written demands to receive fair value for Shares held objection by a stockholderDissenting Shareholder to the Merger or any demands by a Dissenting Shareholder for appraisal of his, attempted withdrawals her or its shares of such demandsFBLB Common Stock received by FBLB in accordance with Chapter 10, Subchapter H, of Title 1 of the TBOC, and any other instruments served pursuant Heartland will have the right, at its expense, to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate direct in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) such demands. FBLB will not, except with the prior written consent of the Purchaser Heartland or Merger Subas otherwise required by Law, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, settle, or offer to settle or settle any such demands or approve any withdrawal or other treatment of settle, any such demands. Heartland will make any payments, settlement and offers of settlements to Dissenting Shareholders with respect to demands made pursuant to Chapter 10, Subchapter H, of Title 1 of the TBOC.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary contrary, if and to the extent available under required by the DGCL, any Shares shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time that and which are held by a stockholder holders of such shares of Company Common Stock who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing have properly exercised appraisal rights with respect to such Shares, or is otherwise entitled to dissenters’ rights under thereto (the "Dissenting Common Stock") in accordance with Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will shall not be converted into, or represent exchangeable for the right to receive, receive the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCLConsideration, and will holders of such shares of Dissenting Common Stock shall be entitled only to receive only the payment provided such dissenters rights as are granted by Section 262 of the DGCL with respect unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Dissenting Shares. (c) Common Stock shall automatically be converted into and become exchangeable for the right to receive the Merger Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.32.3, if the Merger is rescinded or abandoned prior or (ii) the stockholders of the Company revoke the authority to effect the Effective TimeMerger, then the right of any Dissenting Stockholder stockholder to be paid the fair value of such stockholder’s 's Dissenting Shares Common Stock pursuant to the provisions Section 262 of the DGCL will shall cease. (e) . The Company will shall (i) give the Purchaser and Merger Sub Parent prompt notice of any written demands to receive fair value received by the Company for Shares held by a stockholderappraisals of shares of Dissenting Common Stock, attempted withdrawals of such demands, demands and any other instruments served upon the Company pursuant to applicable Law received by the Company relating DGCL and (ii) use its best efforts to rights keep Parent informed of dissent with and to allow Parent to provide comments in respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct of all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for appraisal under the DGCL, and will not settle any such proceeding without Parent's written consent, which consent shall not be unreasonably withheld or delayed. The Company shall not, except with the prior written consent of the Purchaser or Merger SubParent, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, appraisals or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (aNotwithstanding Section 3.01(b) Notwithstanding any provision of this Agreement to the contrary and hereof, to the extent available that holders thereof are entitled to appraisal rights under Article 5.12 of the DGCLTBCA, any Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that are and held by a stockholder holder who has neither voted in favor properly exercised and perfected his or her demand for appraisal rights under Article 5.12 of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares TBCA (the “Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder”), will shall not be converted into, or represent into the right to receive, receive the Merger Consideration unless and until Consideration, but the holders of such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will shall be entitled to receive only the payment provided by Section 262 such consideration as shall be determined pursuant to Article 5.12 of the DGCL TBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall cease to have any rights with respect thereto, except the right to their Dissenting Shares. (c) Notwithstanding anything receive such consideration as shall be determined pursuant to Article 5.12 of the contrary contained in this Section 3.3TBCA); provided, all Dissenting Shares held by stockholders who however, that if any such holder shall have failed to perfect or who shall have effectively have withdrawn or otherwise lose their dissenters’ rights pursuant lost his or her right to appraisal and payment under the provisions TBCA, such holder’s shares of the DGCL will Company Common Stock shall thereupon be deemed to have been converted into, and represent as of the Effective Time into the right to receive, receive the Merger Cash Consideration in the manner provided in this Section 3 without any interest thereon and will no longer such shares shall not be Dissenting deemed to be Stock Election Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder Shares. Any payments required to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent made with respect to the Merger. Dissenting Shares shall be made by the Surviving Corporation (fand not the Company, Mergerco, New Holdco or either Parent) and the Aggregate Merger Consideration shall be reduced, on a dollar for dollar basis, as if the holder of such Dissenting Shares had not been a shareholder on the Closing Date. The Company will: (i) shall give the Purchaser Parents notice of all demands for appraisal and Merger Sub the opportunity Parents shall have the right to participate in and direct all negotiations and proceedings with respect to assertion all holders of dissenters’ rights; and (ii) Dissenting Shares. The Company shall not, except with the prior written consent of the Purchaser or Merger SubParents, voluntarily make any payment with respect to, or settle or offer to settle, any demands demand for payment from any holder of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, any Shares that are issued and outstanding immediately prior to the Effective Time that are and held by a stockholder holder (a "DISSENTING SHAREHOLDER") who has neither not voted in favor of the adoption of this Agreement Merger or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger dissented in accordance with Chapter 13 of the DGCL for such CCC ("DISSENTING SHARES") as well as any Shares (the Dissenting Sharesa "POTENTIAL DISSENTING SHARES") and otherwise not withdrawn or lost such rights held by a holder (a Dissenting Stockholder)"POTENTIAL DISSENTING SHAREHOLDER") that are not voted in favor of the Merger but that have not dissented in accordance with Chapter 13 of the CCC, will shall not be converted intointo a right to receive the Merger Consideration in accordance with Section 2.01, but shall represent and become the right to receive such consideration as may be determined to be due such Dissenting Shareholder or represent Potential Dissenting Shareholder pursuant to the laws of the State of California, unless and until such holder fails to perfect or withdraws or otherwise loses such holder's right to dissent under Chapter 13 of the CCC. If, after the Effective Time, such holder fails to perfect or withdraws or otherwise loses such holder's right to dissent, such former Dissenting Shares or Potential Dissenting Shares held by such holder shall be treated as if they had been converted as of the Effective Time into a right to receive, upon surrender as provided above, such holders ratable portion of the Merger Consideration unless Consideration, without any interest or dividends thereon, in accordance with Section 2.01. In this Agreement, references to "Dissenting Shareholders" shall be deemed to include Potential Dissenting Shareholders and until such references to "Dissenting Stockholder fails Shares" shall be deemed to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsinclude Potential Dissenting Shares. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will shall give the Purchaser and Merger Sub Parent (i) prompt notice of any written demands to receive fair value for Shares held appraisal received by a stockholderthe Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law the CCC and received by the Company relating to rights of dissent with respect to the Merger. and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for appraisal under the CCC. The Company shall not, except with the prior written consent of the Purchaser or Merger SubParent, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, appraisal or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, any Shares outstanding immediately prior to the Effective Time that are shares of Citywide Common Stock held by a stockholder Person (a “Dissenting Shareholder”) who has neither voted in favor demanded and perfected a demand for payment of the adoption fair value of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsshares of Citywide Common Stock in accordance with Section 0-000-000, et seq., of the CBCA and, as of the Effective Time, has neither effectively withdrawn nor lost his, her or its right to such demand will not represent a right to receive Merger Consideration for any share of Citywide Common Stock pursuant to Sections 2.3(a), 2.4 and 2.5, but in lieu thereof the holder thereof will be entitled to only such rights as are granted by the CBCA. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with Notwithstanding the provisions of the DGCLSection 2.8(a), including Section 262 if any Dissenting Shareholder demanding payment of fair value of such Dissenting Shareholder’s shares of Citywide Common Stock (“Dissenting Shares”) under CBCA will effectively withdraw or lose (through failure to perfect or otherwise) such Dissenting Shareholder’s right to demand such payment, then, as of the DGCLEffective Time or the time of such withdrawal or loss, whichever occurs later, each Dissenting Share will automatically be converted into and will be entitled represent only the right to receive only the payment Merger Consideration as provided by Section 262 in Sections 2.3(a), 2.4 and 2.5 upon surrender of the DGCL with respect to their certificate or certificates representing such Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company Citywide will give the Purchaser and Merger Sub Heartland prompt notice of any written demands to receive by a Dissenting Shareholder for payment of fair value for Shares held of his, her or its shares of Citywide Common Stock, or notices of intent to demand such payment received by a stockholderCitywide pursuant to Section 0-000-000, attempted withdrawals et seq. of such demandsthe CBCA, and any other instruments served pursuant Heartland will have the right, at its expense, to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) such demands. Citywide will not, except with the prior written consent of the Purchaser Heartland (which will not be unreasonably withheld, conditioned or Merger Subdelayed) or as otherwise required by Law, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, settle, or offer to settle or settle any such demands or approve any withdrawal or other treatment of settle, any such demands. Heartland will make any payments, settlement and offers of settlements to Dissenting Shareholders with respect to demands made pursuant to Section 0-000-000, et seq. of the CBCA.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary and contrary, if Section 262 of the DGCL is applicable to the extent available under the DGCLMerger, any Shares shares of Brookfield Homes Preferred Stock that are issued and outstanding immediately prior to the Effective Time that and which are held by a stockholder shareholders who has neither have not voted such shares in favor of the adoption Merger, who will have delivered, prior to any vote on the Merger, a written demand for the appraisal of this Agreement or approval such shares in the manner provided in Section 262 of the Merger nor consented thereto in writing with respect to DGCL and who, as of the Effective Time, will not have effectively withdrawn or lost such Shares, or is otherwise entitled right to dissenters’ rights (“Dissenting Shares”) will not be converted into or represent a right to receive the Preferred Merger Consideration pursuant to Section 3.02 but the holders thereof will be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL will receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that if any such holder of Dissenting Shares will have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment of such shares under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), holder will not be converted into, or represent forfeit the right to receive, the Merger Consideration unless appraisal of such shares and until each such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL share will thereupon be deemed to have been converted intocanceled, extinguished and converted, as of the Effective Date, into and represent the right to receivereceive distribution from the Surviving Corporation of the Preferred Merger Consideration, the Merger Consideration in the manner as provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder3.02. (db) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company Brookfield Homes will give the Purchaser and Merger Sub Brookfield Residential (i) prompt notice of any written demands to receive fair value demand for Shares held by appraisal, any withdrawal of a stockholder, attempted withdrawals of such demands, demand for appraisal and any other instruments instrument served pursuant to applicable Law Section 262 of the DGCL received by the Company relating to rights of dissent with respect to the Merger. Brookfield Homes and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion demands for appraisal under such Section 262 of dissenters’ rights; and (ii) the DGCL. Brookfield Homes will not, except with the prior written consent of the Purchaser or Merger SubBrookfield Residential, voluntarily make any payment with respect to any demands demand for payment of fair value for Dissenting Shares, appraisal or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demandsdemand.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary Voicestream Common Shares which are issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that and which are held by a stockholder holder who has neither not voted such shares in favor of the adoption Merger, who shall have delivered a written demand for appraisal of this Agreement such shares in the manner provided by Delaware Law and who shall not have effectively withdrawn or approval lost such right to appraisal as of the Merger nor consented thereto in writing with respect Effective Time ("DISSENTING SHARES"), shall be entitled to such Shares, or is otherwise rights (but only such rights) as are granted by Section 262 of the Delaware Law. Each holder of Dissenting Shares who becomes entitled to dissenters’ payment for such Dissenting Shares pursuant to Section 262 of the Delaware Law shall receive payment therefor from the Surviving Corporation in accordance with Delaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish his entitlement to appraisal rights as provided in Section 262 of the Delaware Law, (ii) if any holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Shares or lost his right to appraisal and payment for his Shares under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares Delaware Law or (the Dissenting Sharesiii) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the if neither any holder of Dissenting Shares held by them in accordance with nor the provisions Surviving Corporation shall have filed a petition demanding a determination of the DGCL, including value of all Dissenting Shares within the time provided for the filing of such petition in Section 262 of the DGCLDelaware Law, and will be entitled such holder shall forfeit the right to receive only the payment provided by Section 262 appraisal of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all such Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to and the provisions holder of the DGCL will thereupon each such Dissenting Share shall be deemed to have been made a Mixed Election pursuant to Section 1.05(d) and each such Share shall be converted into, and represent into the right to receive, receive the Merger Mixed Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will Section 1.05(d). Voicestream shall give the Purchaser and Merger Sub DT prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by Voicestream for appraisal of Voicestream Common Shares and DT shall have the Company relating right to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct conduct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except such demands. Except with the prior written consent of the Purchaser or Merger SubDT, voluntarily Voicestream shall not make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle or offer to settle or settle any such demands or approve any withdrawal or other treatment of settle, any such demands. To the extent holders of Dissenting Shares become entitled to DT Ordinary Shares or cash after the Effective Time, such DT Ordinary Shares and cash to which such holder of Dissenting Shares is entitled will be issued from the Dissenting Stockholder Trust described in Annex 1.12 (the "DISSENTING STOCKHOLDER TRUST").

Dissenting Shares. (a) Notwithstanding any provision Holders of this Agreement Dissenting Shares shall be entitled to the contrary and their rights under Sections 60.551 to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor 60.594 of the adoption of this Agreement or approval of the Merger nor consented thereto in writing Oregon Business Corporation Act with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a . Dissenting Stockholder), will Shares shall not be converted into, into or represent the right to receive, receive the Merger Consideration unless and until the Company Shareholder holding such Dissenting Stockholder fails Shares shall have forfeited its right to perfectappraisal under Sections 60.551 to 60.594 of the Oregon Business Corporation Act or properly withdrawn its demand for appraisal. If such Company Shareholder has so forfeited or withdrawn its right to appraisal of Dissenting Shares, effectively withdraws then, (i) as of the occurrence of such event, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Consideration payable in respect of such Company Shares pursuant to Section 1.5 without interest thereon, and (ii) promptly following the occurrence of such event, the Buyer or the Surviving Corporation shall deliver to such Company Shareholder a payment representing the payment to which such Company Shareholder is entitled pursuant to Section 1.3(e). Each holder of Dissenting Shares that, pursuant to Sections 60.551 to 60.594 of the Oregon Business Corporation Act, becomes entitled to payment of the value of the Dissenting Shares owned by such holder will receive payment therefore but only after the value therefore has been agreed upon or finally determined pursuant to Sections 60.551 to 60.594 of the Oregon Business Corporation Act. Any portion of the Merger Consideration that would otherwise loses his, her or its dissenters’ rightshave been payable with respect to Dissenting Shares if such shares were not Dissenting Shares will be retained by Buyer. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will shall give the Purchaser and Merger Sub Buyer (i) prompt notice of any notice of intent to demand payment or written demands to receive fair value for Shares held by a stockholderappraisal of any Company Shares, attempted withdrawals of such demands, and any other instruments served pursuant that relate to applicable Law such demands received by the Company relating to rights of dissent with respect to the Merger. and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for appraisal under the Oregon Business Corporation Act. The Company shall not, except with the prior written consent of the Purchaser or Merger SubBuyer, voluntarily make any payment with respect to any demands for payment appraisal of fair value for Dissenting Shares, Company Shares or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision anything contained herein to the contrary, other than the following provisions of this Agreement to the contrary and to the extent available under the DGCLSection 1.7, any Dissenting Shares outstanding immediately prior shall not be converted into Acquiror Common Stock but shall instead be converted into the right to the Effective Time that are held by a stockholder who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing receive such consideration as may be determined to be due with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will Delaware Law. Target shall give the Purchaser and Merger Sub Acquiror prompt notice of any written demands to receive fair value for Shares held appraisal received by a stockholderTarget, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Delaware Law and received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser Target and Merger Sub the any opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) notdemands for appraisal under Delaware Law. Target agrees that, except with the prior written consent of the Purchaser Acquiror, or Merger Subas required under Delaware Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any demands for such purchase demand. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law, becomes entitled to payment of the fair value for shares of Target Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions) from the Surviving Corporation. If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, offer to settle or settle then any such demands shares shall immediately be converted into the right to receive, subject to and in accordance with Section 1.6 and Section 1.8(g), the consideration issuable pursuant to Section 1.6(b) in respect of such shares had such shares never been Dissenting Shares, and Acquiror shall issue and deliver to the holder thereof, at (or approve any withdrawal as promptly as reasonably practicable after) the applicable time or other treatment times specified in Section 1.8, following the satisfaction of the applicable conditions set forth in Section 1.8, the number of shares of Acquiror Common Stock (and cash in lieu of any fractional shares) to which such demandsholder would be entitled in respect thereof under Section 1.6 had such shares never been Dissenting Shares (and all such shares of Acquiror Common Stock shall be deemed for all purposes of this Agreement to have become issuable and deliverable to such holder pursuant to Section 1.6(b)), subject to the deposit of a portion of such Acquiror Common Stock into the Escrow Fund pursuant to Section 1.8 and Article VIII.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary contrary, shares of ZMP Common Stock that are issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time and that are held by a stockholder who has neither voted in favor the right (to the extent such right is available by law) to demand and receive payment of the adoption fair value of this Agreement or approval of the Merger nor consented thereto in writing with respect such holder's stock pursuant to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will California law shall not be converted into, or represent into the right to receive, receive the Merger Consideration (unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who holder shall have failed to perfect or who shall have effectively have withdrawn or otherwise lose their dissenters’ lost such right under California law, as the case may be) (such shares, the "Dissenting Shares"), but the holder thereof shall only be entitled to such rights pursuant as are granted by California law. If such holder shall have so failed to the provisions perfect or shall have effectively withdrawn or lost such right, such holder's shares of the DGCL will ZMP Common Stock shall thereupon no longer be Dissenting Shares, but shall be deemed to have been converted into, and represent at the Effective Time into the right to receive, receive the Merger Consideration (without any interest thereon), and the Merger Consideration payable in respect thereof and in respect of all other ZMP Shares shall be adjusted to yield the results that would have obtained if such shares had been treated as ZMP Shares rather than Dissenting Shares at the Closing. If the holder of any shares of ZMP Common Stock shall become entitled to receive payment for such shares pursuant to Section 1300 of the California Corporations Code ("Section 1300 Payment") then such payment shall be made by the Surviving Corporation with no cost or other liability to any of the Selling Shareholders or the Shareholders' Representative, except as provided or referred to in the manner provided next sentence. Pursuant to Section 7.1(4), the Buyer Indemnitees shall be indemnified against all Losses incurred by them (including Section 1300 Payments and payments required hereunder out of the Dissenting Share Amount) in this Section 3 and will no longer be connection with or as a result of the existence of Dissenting Shares or Excluded Shares at the Closing if and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if extent that such Losses or payments exceeds the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will ceaseShare Amount. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except with the prior written consent of the Purchaser or Merger Sub, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary contrary, shares of Woodward-Clyde Stock that are issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective prxxx xx xxx Xxxective Time that are held by a stockholder who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares that are held by stockholders who have not voted such shares in favor of the Merger and who have delivered a written demand for appraisal of such shares in the manner provided in Section 262 of the Delaware Law ("Dissenting Shares") shall not be canceled and converted into shares of URS Common Stock in accordance with Section 2.1 above unless and until such holder shall have failed to perfect perfect, or who shall have effectively have withdrawn or otherwise lose their dissenters’ rights pursuant lost, such holder's right to appraisal and payment under the provisions Delaware Law. If such stockholder shall have so failed to perfect, or shall have effectively withdrawn or lost such right, such holder's shares of the DGCL will Woodward-Clyde Stock shall thereupon be deemed to have been converted intocanceled xxx xxxxxxxxx as described in Section 2.1 at the Effective Time of the Merger, and each such share shall represent solely the right to receive, the Merger Consideration receive shares of URS Common Stock and cash in the manner provided in this accordance with Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will 2.1. Woodward-Clyde shall give the Purchaser and Merger Sub URS prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights Xxxxxxxx-Xxxxe for appraisal of dissent with respect its shares, and, prior to the Effectivx Xxxx xx xxx Merger. (f) The Company will: (i) give , URS shall have the Purchaser and Merger Sub the opportunity right to participate in and direct all negotiations and proceedings with respect to assertion such demands. Prior to the Effective Time of dissenters’ rights; and (ii) the Merger, Woodward-Clyde shall not, except with the prior written consent of URS, xxxx xxx xxxment with respect to, or settle or offer to settle, any such demands. From and after the Purchaser Effective Time of the Merger, no stockholder of Woodward-Clyde who has demanded appraisal rights as provided in Sectxxx 000(x) xx the Delaware Law shall be entitled to vote such holder's shares of Woodward-Clyde Stock for any purpose or Merger Sub, voluntarily make any to receive payment of dividendx xx xxxxx xxstributions with respect to any demands for payment such holder's shares (except dividends and other distributions payable to stockholders of fair value for Dissenting Shares, offer record at a date which is prior to settle or settle any such demands or approve any withdrawal or other treatment the Effective Time of any such demandsthe Merger).

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary contrary, all Shares that are issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are (other than the Excluded Shares) and held by a stockholder holders who has shall neither have voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing and who shall have properly and validly perfected, and not effectively withdrawn or lost, their statutory rights of appraisal in respect of such Shares in accordance with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCLDGCL (collectively, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the “Dissenting Shares”) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will shall not be converted into, or represent the right to receive, the Merger Consideration unless Consideration. At the Effective Time, the Dissenting Shares shall no longer be outstanding and until such shall automatically be cancelled and cease to exist, and each holder who holds any Dissenting Stockholder fails Shares shall cease to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the have any rights with respect thereto, except the right to receive payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL or, on the terms of this Section 3.02, to receive payment of the Merger Consideration as provided in Section 3.01(a). Such holder of the Dissenting Shares shall be entitled only to such rights as are granted by the DGCL to a holder of the Dissenting Shares, unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such rights to receive payment of the fair value of such holder’s Shares under Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of the DGCL. If, including after the Effective Time, such holder of the Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such right or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all such Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will shall thereupon be deemed to have been converted into, and represent at the Effective Time into the right to receive, receive the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3Consideration, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) without interest thereon. The Company will shall give the Purchaser and Merger Sub Parent prompt written notice of any written demands to receive fair value for appraisal of any Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights under Section 262 of dissent with respect the DGCL, any withdrawal of any such demand and any other written demand, notice or instrument delivered to the Merger. (f) The Company will: (i) prior to the Effective Time pursuant to the DGCL that relates to such demand, and shall give the Purchaser and Merger Sub Parent the opportunity to participate in and direct all negotiations and proceedings with respect to assertion any notices or demands for appraisal of dissenters’ rights; and (ii) any Shares. The Company shall not, except with the prior written consent of the Purchaser or Merger SubParent, voluntarily make any payment with respect to any such demands for payment of fair value for Dissenting Shares, appraisal or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision Each share of this Agreement to the contrary Common Stock or Preferred Stock issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder stockholders who has neither voted in favor shall have properly exercised their appraisal rights with respect thereto under Section 262 of the adoption DGCL (such shares of this Agreement Common Stock, the "Dissenting Common Shares", such shares of Series A Preferred Stock, the "Dissenting Series A Preferred Shares", such shares of Series B Preferred Stock, the "Dissenting Series B Preferred Shares", such shares of Series B1 Preferred Stock, the "Dissenting Series B1 Preferred Shares", such shares of Series C Preferred Stock, the "Dissenting Series C Preferred Shares", such shares of Series D Preferred Stock, the "Dissenting Series D Preferred Shares", such shares of Series E Preferred Stock, the "Dissenting Series E Preferred Shares", such shares of Preferred Stock, the "Dissenting Preferred Shares", and all such shares, collectively, the "Dissenting Shares") shall not be converted into the right to receive the applicable Common Stock Consideration or approval Preferred Stock Consideration pursuant to the Merger, but shall be entitled to receive payment of the Merger nor consented thereto appraised value of such shares in writing accordance with respect to such Shares, or is otherwise entitled to dissenters’ rights under the provisions of Section 262 of the DGCL, and except that each Dissenting Share held by a stockholder who has validly asserted dissenters’ rights with respect shall thereafter withdraw his or her demand for appraisal or shall fail to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn perfect his or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the her right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them payment as provided in accordance with the provisions of the DGCL, including such Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon shall be deemed to have been converted intobe converted, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to as of the Effective Time, then into the right of any Dissenting Stockholder to be paid receive the fair value of applicable Common Stock Consideration or Preferred Stock Consideration in the form such stockholder’s Dissenting Shares pursuant holder otherwise would have been entitled to the provisions receive as a result of the DGCL will cease. (e) Merger. The Dissenters Rights Company will Representative shall give the Purchaser and Merger Sub Parent prompt notice of any written demands to receive fair value for Shares held by a stockholderappraisal, attempted withdrawals of such demands, demands for appraisal and any other instruments served pursuant to applicable Law Section 262 of the DGCL and received by the Company relating to rights of dissent in connection with respect to the Merger. (f) The , and the Dissenters Rights Company will: (i) give the Purchaser and Merger Sub Representative shall have the opportunity to participate in direct and direct settle all negotiations and proceedings with respect to assertion such demands. The Dissenters Rights Company Representative shall conduct all such negotiations and proceedings in good faith, and shall endeavor to resolve all such demands as promptly as practicable (and in any event prior to the termination of dissenters’ rights; and (ii) the Escrow Account pursuant to the terms of the Escrow Agreement). The Dissenters Rights Company Representative will not, except with the prior written consent of the Purchaser Parent (such consent not to be unreasonably withheld or Merger Subdelayed), voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, settle or offer to settle or settle any such demands or approve any withdrawal or other treatment of settle, any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary contrary, all shares of PEB Common Stock that are issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that and which are held by a stockholder who shareholder that has neither voted in favor perfected her, his or its right to dissent pursuant to Chapter 13 of the adoption CGCL, including making a demand of this Agreement PEB to purchase her, his or approval its shares pursuant to Section 1301 of the Merger nor consented thereto in writing with respect CGCL and submitting her, his or its shares for endorsement pursuant to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 1302 of the DGCLCGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not effectively withdrawn or lost such rights right as of the Effective Time (a the “Dissenting Stockholder), will Shares”) shall not be converted into, into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the CGCL. No later than ten (10) days following the date of PEB shareholder approval of the Merger, PEB shall provide each record holder of PEB common stock entitled to vote on the Merger, with notice including the information set forth in Section 1301 (a) of the CGCL. PEB shall give BayCom prompt notice upon receipt by PEB of any such written demands for payment of the fair value of such shares of PEB Common Stock and of withdrawals of such demands and any other instruments provided pursuant to the CGCL. If any holder of Dissenting Shares shall have effectively withdrawn or lost the right to receivedissent (through failure to perfect or otherwise), the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them such holder shall be converted on a share by share basis into the right to receive the Merger Consideration in accordance with the applicable provisions of the DGCLthis Agreement, including Section 262 without any interest thereon. Any payments made in respect of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held shall be made by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to at the provisions direction of BayCom within the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration time period set forth in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. CGCL. PEB shall give BayCom (di) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands notices of intent to receive fair value for Shares held by a stockholderdemand payment under the CGCL or other written notices relating to the exercise of dissenters’ rights in respect of any shares of PEB Common Stock, attempted withdrawals of such demands, notices and any other instruments served pursuant to applicable Law the CGCL and received by the Company PEB relating to shareholders’ dissenters’ rights of dissent with respect to the Merger. and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for fair value under the CGCL. PEB shall not, except with the prior written consent of the Purchaser or Merger SubBayCom, which is not to be unreasonably withheld, voluntarily make any payment with respect to, or settle, or offer or agree to any demands for payment of fair value for Dissenting Sharessettle, offer to settle or settle any such demands or approve any withdrawal or other treatment demand for payment. Any portion of any such demandsthe Merger Consideration made available to the Exchange Agent pursuant to Article II to pay for shares of PEB Common Stock for which dissenters’ rights have been perfected shall be returned to BayCom upon demand.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary and subject to the extent available under applicability of Section 262 of the DGCLDGCL to the Second Merger, any Shares shares of CNG Common Stock (as defined below) that are issued and outstanding immediately prior to the Effective Time that of the Second Merger and which are held by a stockholder stockholders who has neither have not voted in favor of or consented to the adoption Second Merger and shall have delivered a written demand for appraisal of this Agreement or approval such shares in the time and manner provided in Section 262 of the DGCL and shall not have failed to perfect or shall not have effectively withdrawn or lost their rights to appraisal and payment under the DGCL (the "Dissenting Shares") shall not be converted into the right to receive the CNG Merger nor consented thereto in writing with respect to such SharesConsideration, or is otherwise but shall be entitled to dissenters’ rights under receive the consideration as shall be determined pursuant to Section 262 of the DGCL; provided, and who has validly asserted dissenters’ rights with respect however, that if any such holder shall have failed to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not perfect or shall have effectively withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights.right to appraisal and payment under the DGCL, such holder's shares of CNG Common Stock shall thereupon be deemed to be CNG Non-Election Shares and to have been converted, at the Effective Time of the Second Merger, into the right to receive the CNG Merger Consideration set forth in Section 2.2 of this Agreement, without any interest thereon. A-9 (b) Each Dissenting Stockholder will be only entitled The CNG shall give DRI (i) prompt notice of any demands for appraisal pursuant to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3received by CNG, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law the DGCL and received by the Company relating to rights of dissent with respect to the Merger. CNG and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for appraisal under the DGCL. CNG shall not, except with the prior written consent of the Purchaser or Merger SubDRI, voluntarily make any payment with respect to any such demands for payment of fair value for Dissenting Shares, appraisal or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision anything contained herein to the contrary, other than the following provisions of this Agreement to the contrary and to the extent available under the DGCLSection 1.1.5, any Dissenting Shares outstanding immediately prior shall not be converted into Acquiror Common Stock but shall instead be converted into the right to the Effective Time that are held by a stockholder who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing receive such consideration as may be determined to be due with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until any such Dissenting Stockholder fails Shares pursuant to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Delaware Law. Each Dissenting Stockholder will be only entitled to the rights with respect to the holder of Dissenting Shares held by them in accordance with the provisions of the DGCLwho, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed Delaware Law, becomes entitled to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right payment of any Dissenting Stockholder to be paid the fair value of such stockholder’s shares shall receive payment therefor in accordance with Section 262 of Delaware Law (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receive the consideration issuable pursuant to Section 1.1.3 in respect of such shares had such shares never been Dissenting Shares, and Acquiror shall issue and deliver to the provisions holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.10, following the satisfaction of the DGCL will cease. applicable conditions set forth in Section 1.10, the number of shares of Acquiror Common Stock to which such holder would be entitled in respect thereof under Section 1.1.3 had such shares never been Dissenting Shares (e) The Company will give and all such shares of Acquiror Common Stock shall be deemed for all purposes of this Agreement to have become issuable and deliverable to such holder pursuant to Section 1.1.3), subject to Section 1.2 (requiring the Purchaser and Merger Sub prompt notice delivery of cash in lieu of any written fractional shares) and Section 1.4 (requiring the contribution of a portion of such Acquiror Common Stock into escrow). Target shall give Acquiror (i) notice as soon as practicable of any demands to receive fair value for Shares held appraisal received by a stockholderTarget, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Delaware Law and received by Target and (ii) the Company relating right to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for appraisal under Delaware Law. Target shall not, except with the prior written consent of the Purchaser Acquiror, or Merger Subas otherwise required under Delaware Law, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any demands for payment claim or demand in respect of fair value for any Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision Any shares of this Agreement to the contrary Company Common Stock that are issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time and that are held by a stockholder who has neither have not been voted in favor of the adoption for approval of this Agreement or approval of and the Merger nor or consented thereto in writing (or with respect to such Shares, or is which the holder has not otherwise entitled to dissenters’ effectively waived its rights under Section 262 Chapter 13 of the DGCL, Cal Code) and who with respect to which a demand for payment and appraisal has validly asserted dissenters’ rights been properly made in accordance with Chapter 13 of the Cal Code (“Dissenting Shares”) will not be converted into the right to receive the Merger Consideration otherwise payable with respect to the Merger in accordance Company Shares after the Effective Time, except as set forth below. If a holder of Dissenting Shares (a “Dissenting Shareholder”) withdraws his or her demand for such payment and appraisal, with the DGCL consent of the Company, or such Dissenting Shares (or such other shares of Company Common Stock with respect to which dissenters’ rights have not terminated) become ineligible for such payment and appraisal, then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares (or such other shares of Company Common Stock) will cease to be Dissenting Shares (or, in the Dissenting Sharescase of such other shares of Company Common Stock, the dissenters’ rights shall have terminated) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be deemed to be Company Shares and converted into, or represent into the right to receive, and will be exchangeable for, the Merger Consideration unless and until into which such Dissenting Stockholder fails Company Shares would have been converted pursuant to perfectSection 2.8, effectively withdraws or otherwise loses his, her or its dissenters’ rightswithout any interest thereon. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will shall give the Purchaser Acquiror, First-Step Merger Sub and Second-Step Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law demand received by the Company relating to rights from a holder of dissent with respect to shares of Company Common Stock for appraisal of their shares and Acquiror shall have the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity right to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) notsuch demand. The Company agrees that, except with the prior written consent of the Purchaser or Acquiror, First-Step Merger Sub and Second-Step Merger Sub, or as required under the Cal Code, the Company will not voluntarily make any payment with respect to, or settle or offer or agree to settle, any demands such demand for appraisal. Each Dissenting Shareholder who, pursuant to the provisions of Chapter 13 of the Cal Code, becomes entitled to payment of fair the value for of the Dissenting SharesShares will receive payment therefor after the value thereof has been agreed upon or finally determined pursuant to such provisions, offer and any Merger Consideration that would have been payable with respect to settle or settle any such demands or approve any withdrawal or other treatment of any such demandsDissenting Shares will be retained by Acquiror.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, any Shares outstanding immediately prior to the Effective Time that are shares of Target Stock held by a stockholder holder who has neither voted exercised such holder's appraisal rights in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing accordance with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCLDelaware Law, and who who, as of the Effective Time, has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not effectively withdrawn or lost such appraisal rights (a "Dissenting StockholderShares"), will shall not be converted into, into or represent the a right to receivereceive Acquiror Common Stock or cash consideration pursuant to Section 2.1, but the Merger Consideration unless and until holder of the Dissenting Shares shall only be entitled to such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsrights as are granted by Delaware Law. (b) Each Dissenting Stockholder will be only entitled to Notwithstanding the provisions of Section 2.3(a), if any holder of shares of Target Stock who demands his appraisal rights with respect to such shares under Section 2.1 shall effectively withdraw or lose (through failure to perfect or otherwise) his rights to receive payment for the Dissenting Shares held by them in accordance with the provisions fair market value of such shares under Delaware Law then, as of the DGCL, including Section 262 later of the DGCLEffective Time or the occurrence of such event, such holder's shares shall automatically be converted into and will be entitled represent only the right to receive only the payment Acquiror Common Stock and cash consideration as provided by in Section 262 2.1(c), without interest, upon surrender of the DGCL with respect certificate or certificates representing such shares; provided that if such holder effectively withdraws or loses his right to their Dissenting Shares-------- receive payment for the fair market value of such shares after the Effective Time, then, at such time Acquiror will deposit in the escrow created pursuant to the Escrow Agreement additional certificates and cash representing such holder's Pro Rata Portion of the Primary Escrow Fund and Secondary Escrow Fund. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. Target shall give Acquiror (di) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands for payment with respect to receive fair value for Shares held by a stockholderany shares of capital stock of Target pursuant to Section 262 of Delaware Law, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law Delaware Law, and received by the Company relating to rights of dissent with respect to the Merger. Target and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate at its own expense in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for appraisal rights under Delaware Law. Target shall not, except with the prior written consent of the Purchaser or Merger SubAcquiror, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, appraisal rights with respect to Target Stock or offer to settle or settle any such demands or approve any withdrawal or other treatment of compromise any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under Section 17-6712 of the DGCLKGCC, any Shares share of CrossFirst Preferred Stock that is issued and outstanding immediately prior to the Effective Time and that are is held by a stockholder who has neither voted in favor holder of CrossFirst Preferred Stock that complies with all of the adoption of this Agreement or approval provisions of the Merger nor consented thereto KGCC relevant to the exercise and perfection of appraisal rights (such share being a “Dissenting Share,” and such stockholder being a “Dissenting Stockholder”) shall not be converted into the right to receive New Busey Preferred Stock as set forth in writing Section 1.6 but rather shall be converted into the right to receive such consideration as may be determined to be due with respect to such Shares, or is otherwise entitled Dissenting Share pursuant to dissenters’ rights under Section 262 17-6712 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such KGCC. If any Dissenting Stockholder fails to perfect, perfect such stockholder’s appraisal rights under the KGCC or effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the such rights with respect to the any Dissenting Shares, such Dissenting Shares held by them in accordance with shall thereupon automatically be converted into the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled right to receive only New Busey Preferred Stock as set forth in Section 1.6, pursuant to the payment provided by exchange procedures set forth in Section 262 of the DGCL with respect to their Dissenting Shares. (c) 2.2. Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3Agreement, if the Merger is abandoned prior to the Effective Timerescinded or abandoned, then the right of any Dissenting Stockholder a holder of CrossFirst Preferred Stock to be paid the fair value of such stockholderholder’s Dissenting Shares pursuant to the provisions Section 17-6712 of the DGCL will KGCC shall cease. . CrossFirst shall give Bxxxx (ea) The Company will give the Purchaser notice (and Merger Sub prompt notice a copy) of any written demands to receive demand for payment of the fair value of any shares of CrossFirst Preferred Stock or any attempted withdrawal of any such demand for Shares held by a stockholder, attempted withdrawals of such demands, payment and any other instruments instrument served pursuant to applicable Law the KGCC and received by the Company CrossFirst relating to any stockholder’s appraisal rights of dissent with respect to the Merger. and (fb) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations negotiations, communications and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except with any such demands for payment under the prior written consent of the Purchaser or Merger Sub, KGCC. CrossFirst shall not voluntarily make any payment with respect to any demands demand for payment appraisal with respect to any Dissenting Shares without the prior written consent of fair value for Dissenting SharesBusey (which consent shall not be unreasonably conditioned, offer to settle withheld or settle any such demands or approve any withdrawal or other treatment of any such demandsdelayed).

Dissenting Shares. (a) Notwithstanding any provision Holders of this Agreement shares of PBI Common Stock shall have such rights to dissent from the contrary Merger and obtain payment of the fair value of their shares as are afforded to such Person by Part 13 of the extent available under the DGCL, any Shares LBCA. Each share of PBI Common Stock issued and outstanding immediately prior to the Effective Time that are held Time, the holder of which has properly perfected such holder’s rights of appraisal by following the exact procedure required by under the LBCA, is referred to herein as a stockholder “Dissenting Share.” Notwithstanding anything in this Agreement to the contrary, each Dissenting Share owned by each holder thereof who has neither voted properly perfects such holder’s appraisal rights in favor connection with the Merger by following the exact procedures required by the LBCA will be entitled to receive payment of the adoption fair value, as contemplated in the LBCA, paid in cash for such holder’s shares of this Agreement or approval PBI Common Stock in accordance with and to the extent required under the applicable provisions of the LBCA in lieu of the Merger nor consented thereto Consideration described in writing with respect to such SharesSection 2.06; provided, however, if any holder of any Dissenting Shares shall effectively withdraw or is otherwise entitled to dissenters’ lose his appraisal rights under Section 262 the applicable provisions of the DGCLLBCA, and who has validly asserted dissenters’ rights with respect each such Dissenting Share shall cease to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (be a Dissenting Stockholder)Share and shall be deemed to have been converted into and to have become exchangeable for, will not be converted into, or represent the right to receive, receive the Merger Consideration unless and until for each of such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the holder’s Dissenting Shares held by them without any interest thereon in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company 2.06. PBI will give the Purchaser and Merger Sub BFST (i) prompt written notice of any written demands communications received from any shareholder of PBI related to receive fair value for Shares held by a stockholderthe exercise of, attempted withdrawals of such demandsor indicating an intent to exercise appraisal rights, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for fair value under the LBCA. PBI shall not, except with the prior written consent of the Purchaser or Merger SubBFST, voluntarily make any payment with respect to, or settle, or offer or agree to any demands for payment of fair value for Dissenting Sharessettle, offer to settle or settle any such demands or approve any withdrawal or other treatment demand for payment. Any portion of any such demandsthe Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of PBI Common Stock for which appraisal rights have been perfected shall be returned to BFST upon demand.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to contrary, the extent available under the DGCL, shares of any holder of Company Common Shares outstanding immediately prior to the Effective Time that are held by a stockholder or Company Preferred Shares who has neither voted demanded and perfected appraisal and dissent rights ("Dissenters' Rights") in favor respect of the adoption of this Agreement such Company Common Shares or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger Company Preferred Shares in accordance with the DGCL for such Shares (Interim Order or the Dissenting Shares) CBCA and otherwise who, as of the Effective Time, has not effectively withdrawn or lost such appraisal and dissent rights (a "Dissenting StockholderShares"), will shall not be converted into, into or represent the a right to receivereceive Exchangeable Shares or BioMarin Common Shares pursuant to Section 2.4, but the Merger Consideration unless and until holder thereof shall only be entitled to such Dissenting Stockholder fails to perfectrights as are granted by the Interim Order or the CBCA, effectively withdraws or otherwise loses his, her or its dissenters’ rightsas the case may be. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with Notwithstanding the provisions of subsection (a), if any holder of Company Common Shares or Company Preferred Shares who demands appraisal of such shares under the DGCLCBCA shall effectively withdraw (or otherwise by law not be entitled to) the right to appraisal, including Section 262 then, as of the DGCLEffective Time, such holder's shares shall automatically be converted into and will be entitled represent only the right to receive only Exchangeable Shares and BioMarin Common Shares, as the payment provided by Section 262 case may be, without interest thereon, upon surrender of the DGCL with respect to their Dissenting Sharescertificate representing such shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will shall give the Purchaser and Merger Sub BioMarin (i) prompt notice of any written demands to receive fair value for appraisal of any Company Common Shares held by a stockholderor Company Preferred Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law the CBCA and received by the Company relating which relate to rights of dissent with respect to the Merger. any such demand for appraisal and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to assertion of dissenters’ rights; and (ii) demands for appraisal and dissent under the CBCA. The Company shall not, except with the prior written consent of the Purchaser or Merger SubBioMarin, voluntarily make any payment with respect to any demands for payment appraisal of fair value for Dissenting Shares, Company Common Shares or Company Preferred Shares or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement Section 2.01(a), but subject to the contrary consummation of the Merger in accordance with Section 1.10 and to the extent available under the DGCLCayman Companies Law and the Company’s Articles, any Shares that are outstanding immediately prior to the Effective Time and that are held by a stockholder shareholders who has neither voted in favor of the adoption of this Agreement shall have validly exercised and not effectively withdrawn or approval of the Merger nor consented thereto in writing with respect lost their rights to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to dissent from the Merger in accordance with Section 238 of the DGCL for such Shares Cayman Companies Law or the Company’s Articles (the “Dissenting Shares”; holders of Dissenting Shares being referred to as “Dissenting Shareholders”) shall be cancelled and otherwise not withdrawn or lost such rights (a the Dissenting Stockholder), will Shareholders shall not be converted into, or represent entitled to receive the right to receive, the Per Share Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only shall instead by entitled to receive only the rights with respect to payment of the Dissenting appraised value of such Shares held by them in accordance with the provisions of such Section 238 or the DGCLCompany’s Articles, including except that each Share held by Dissenting Shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to dissent from the Merger under Section 262 238 of the DGCLCayman Companies Law or the Company’s Articles shall immediately thereupon (i) not be deemed to be Dissenting Shares and (ii) be and be deemed to have been cancelled and converted into, and will be entitled to have become exchanged for, as of the later of the Effective Time or the time of such withdrawal or loss, the right to receive only the payment provided by Per Share Merger Consideration, without any interest thereon, pursuant to Section 262 2.02. Merger Subsidiary (or a designee of Merger Subsidiary) shall promptly deposit or cause to be deposited with the DGCL with respect Stock Agent (and the Stock Agent shall be directed to their Dissenting Shares. (c) Notwithstanding anything promptly thereafter transmit to the contrary contained Taiwan Depositary & Clearing Corporation) any additional funds necessary to pay in this Section 3.3, all Dissenting Shares held by stockholders full the aggregate Per Share Merger Consideration so due and payable to such shareholders who have failed to perfect or who shall have effectively have withdrawn or otherwise lose their dissenters’ rights pursuant lost such right to the provisions seek payment of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and value of such holder will no longer be deemed a Dissenting StockholderShares. (db) Notwithstanding anything Subject to the contrary contained in this Section 3.3, if consummation of the Merger is abandoned prior in accordance with Section 1.10 and to the Effective Timeextent available under the Cayman Companies Law and the Company’s Articles, then in the right event that any written notices of objection to the Merger are properly served by any Dissenting Stockholder to be paid shareholders of the fair value of such stockholder’s Dissenting Shares Company pursuant to the provisions Section 238(2) of the DGCL will cease. (e) The Cayman Companies Law and the Company’s Articles, the Company will give the Purchaser and Merger Sub prompt shall serve written notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals the authorization of the Merger on such demands, and any other instruments served shareholders pursuant to applicable Section 238(4) of the Cayman Companies Law received within 20 days of the approval of the Merger by shareholders of the Company relating to rights of dissent with respect to at the Mergerrelevant duly called shareholders’ meeting. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except with the prior written consent of the Purchaser or Merger Sub, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, any Shares outstanding immediately prior to the Effective Time that are shares of CIC Series A Common Stock and CIC Series B Preferred Stock held by a stockholder holder (a “Dissenting Shareholder”) who has neither voted in favor demanded and perfected a demand for payment of the adoption fair value of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsshares in accordance with Section 0-000-000, et seq., of the CBCA and as of the Effective Time has neither effectively withdrawn nor lost his, her or its right to such appraisal shall not represent a right to receive Merger Consideration pursuant to Section 2.3(a) above, but in lieu thereof the holder thereof shall be entitled to only such rights as are granted by the CBCA. Heartland shall make any and all payments to holders of shares of CIC Class A Common Stock and CIC Series B Preferred Stock with respect to such demands. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with Notwithstanding the provisions of the DGCLSection 2.7(a) above, including Section 262 if any Dissenting Shareholder demanding payment of the DGCLfair value of such Dissenting Shareholder’s shares of CIC Class A Common Stock or CIC Series B Preferred Stock (“Dissenting Shares”) under the CBCA shall effectively withdraw or lose (through failure to perfect or otherwise) such Dissenting Shareholder’s right to appraisal, then as of the Effective Time or the occurrence of such event, whichever later occurs, such Dissenting Shares shall automatically be converted into and will be entitled represent only the right to receive only the payment applicable form of Merger Consideration as provided by in Section 262 2.3(a) above upon surrender of the DGCL with respect to their certificate or certificates representing such Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will CIC shall give the Purchaser and Merger Sub Heartland prompt notice of any written demands to receive fair value for Shares held by a stockholderDissenting Shareholder for payment, attempted withdrawals or notices of such demandsintent to demand payment received by CIC under Section 0-000-000, et seq., of the CBCA, and any other instruments served pursuant to applicable Law received by Heartland shall have the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity right, at its expense, to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) such demands. CIC shall not, except with the prior written consent of the Purchaser Heartland (which will not be unreasonably withheld or Merger Subdelayed) or as otherwise required by Law, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle, or offer to settle or settle any such demands or approve any withdrawal or other treatment of settle, any such demands.

Dissenting Shares. (a) 1.10.1 Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, any Shares that are outstanding immediately prior to the Effective Time that and which are held by a stockholder Shareholders (a) who has neither have not voted in favor of the adoption Merger or consented thereto in writing, (b) who have demanded, properly in writing, payment for such Shares, as applicable, in accordance with Section 92A.380 of this Agreement the Nevada Act (a “Dissenter Payment”), and (c) who have not withdrawn such demand or approval been deemed to have forfeited the right to a Dissenter Payment (such Shares being referred to as “Dissenting Shares”) will no longer be outstanding and will not be converted into the right to receive the portion of the Merger nor consented thereto Consideration pursuant to Section 1.7, but instead will be converted in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger right to receive the Dissenter Payment in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder)Nevada Act, will not be converted into, or represent the right subject to receive, the Merger Consideration unless and until such Dissenting Stockholder all applicable withholding. If any Shareholder fails to perfect, effectively withdraws or otherwise loses hisits rights to a Dissenter Payment for such Shares under the Nevada Act, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions then, as of the DGCL, including Section 262 later of the DGCLEffective Time or the occurrence of such event, and such Shareholder’s Shares will automatically be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, into and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. receive (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant subject to the provisions of this Section 1.10), without any interest thereon, a cash amount that would have been payable to such Shareholder pursuant to Section 1.7 had such Shareholder tendered such Shareholder’s Security Deliveries prior to the DGCL will ceaseClosing. (e) 1.10.2 The Company will give the Purchaser and Merger Sub prompt Buyer written notice of any written demands to receive fair value demand for Shares held a Dissenter Payment received by a stockholderthe Company in accordance with Section 92A.380 of the Nevada Act, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law the Nevada Act and received by the Company relating to rights of dissent with respect to the Merger. (f) Company. The Company will: (i) give the Purchaser and Merger Sub shall have the opportunity to participate in direct and direct control all negotiations and proceedings with respect to assertion any demand for Dissenter Payment prior to the Closing, provided that (a) the Company shall keep Buyer informed of dissenters’ rights; and the status of such negotiations and proceedings, (iib) notBuyer shall have the right to participate in such negotiations and proceedings with counsel of its choice, except with whose fees and expenses shall be borne by Buyer, and (c) neither the Company nor the Representative shall settle such claims and procedures without the prior written consent of the Purchaser or Merger Sub, voluntarily make Buyer. 1.10.3 Upon a final non-appealable award of any payment with respect Dissenter Payments by a court of competent jurisdiction to any demands for payment holder of fair value for Dissenting Shares, offer the Representative shall direct the Paying Agent to settle or settle promptly pay to such holder the amount of such award and any such demands or approve costs awarded with respect thereto. Buyer shall be indemnified for all Dissenter Payments and any withdrawal or other treatment costs awarded by a court of any such demandscompetent jurisdiction to the holders of Dissenting Shares, to the extent paid by Xxxxx (on behalf of the Surviving Corporation).

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary contrary, including Section 3.1, shares of NIC Common Stock issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are (other than Cancelled Shares) and held by a stockholder holder who has neither not voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing and who is entitled to and has properly demanded appraisal of such shares of NIC Common Stock in accordance with Section 262 of the DGCL (such shares of NIC Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws, or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Sharesshares of NIC Common Stock) shall not be converted into a right to receive the Merger Consideration, but instead shall be entitled to only such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is otherwise not entitled to dissenters’ rights under the relief provided by Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to such shares of NIC Common Stock shall be treated as if they had been converted as of the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent Effective Time into the right to receive, receive the Merger Consideration unless and until such Dissenting Stockholder fails pursuant to perfectSection 3.1, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCLwithout interest thereon, and will such shares of NIC Common Stock shall not be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their deemed Dissenting Shares. . NIC shall provide Tyler (ca) Notwithstanding anything prompt written notice of any demands received by NIC for appraisal of shares of NIC Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned NIC prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares Time pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands that relates to receive fair value for Shares held by a stockholder, attempted withdrawals of such demandsdemand, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (fb) The Company will: (i) give the Purchaser and Merger Sub the opportunity and right to participate in and direct all negotiations and proceedings with respect to assertion demands made pursuant to Section 262 of dissenters’ rights; and the DGCL (ii) it being understood that, subject to good-faith consultation with Tyler, NIC will have the right to direct and control any such negotiations and proceedings). NIC shall not, except with the prior written consent of the Purchaser or Merger SubTyler, voluntarily (i) make any payment with respect to any demands for payment of fair value for Dissenting Sharessuch demand, (ii) offer to settle or settle any such demands demand or approve (iii) waive any withdrawal failure to timely deliver a written demand for appraisal or timely take any other treatment of any such demandsaction to perfect appraisal rights in accordance with the DGCL.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary contrary, shares of CBH Common Stock and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are CBH Preferred Stock held by a stockholder holders thereof who has neither are entitled to vote on the Merger and who have not voted such shares in favor of the adoption of this Agreement or approval of and the Merger nor consented thereto in writing and with respect to such Shares, or is otherwise entitled to dissenters’ which appraisal rights under shall have been properly exercised and perfected in accordance with Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the "Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder"), will shall not be converted into, into or represent the right to receive, receive the Merger Consideration unless which the holders of CBH Common Stock and until CBH Preferred Stock are entitled to receive pursuant to Sections 2.1 through 2.3 above, and holders of such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will shall be entitled to receive only the payment provided for by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed unless and until such holders fail to perfect or who effectively have withdrawn withdraw or otherwise lose their dissenters’ rights pursuant to demand payment under the provisions of DGCL. If, after the DGCL will Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares shall thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder"Non-Electing Company Shares. " CBH shall give NeoStem (di) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right prompt notice of any Dissenting Stockholder to be paid the fair value of such stockholder’s demands for payment for Dissenting Shares pursuant to the provisions Section 262 of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held received by a stockholderCBH, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law the DGCL and received by the Company relating to rights of dissent with respect to the Merger. CBH and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion demands for payment pursuant to Section 262 of dissenters’ rights; and (ii) the DGCL. CBH shall not, except with the prior written consent of the Purchaser NeoStem or Merger Subas otherwise required by Applicable Law, voluntarily make any payment with respect to any such demands for payment of fair value for Dissenting Shares, or offer to settle or settle any such demands demands. Notwithstanding anything in this Agreement to the contrary, NeoStem, at the election of its Board of Directors (or approve a committee thereof), in its sole discretion, may terminate and abandon this Agreement at any withdrawal time prior to the Closing if the Dissenting Shares represent more than five (5%) of the shares of CBH Common Stock or other treatment of any such demandsCBH Preferred Stock held by holders thereof who are entitled to vote on the Merger.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, any shares of CBCS Common Stock held by a holder (a “Dissenting Shareholder”) who has demanded and perfected his demand for appraisal of his Shares outstanding immediately prior to in accordance with Subchapter XIII of the WBCL and as of the Effective Time that are held by a stockholder who has neither voted effectively withdrawn nor lost his right to such appraisal shall not represent a right to receive Merger Consideration pursuant to Section 2.3 above, but in favor lieu thereof the holder thereof shall be entitled to only such rights as are granted by the WBCL. Heartland shall make any and all payments to holders of the adoption shares of this Agreement or approval of the Merger nor consented thereto in writing CBCS Common Stock with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsdemands. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with Notwithstanding the provisions of Section 2.7(a) above, if any Dissenting Shareholder demanding appraisal of such Dissenting Shareholder’s shares of CBCS Common Stock (“Dissenting Shares”) under the DGCLWBCL shall effectively withdraw or lose (through failure to perfect or otherwise) such Shareholder’s right to appraisal, including Section 262 then as of the DGCLEffective Time or the occurrence of such event, whichever later occurs, such Dissenting Shares shall automatically be converted into and will be entitled represent only the right to receive only the payment Merger Consideration as provided by in Section 262 2.3 above upon surrender of the DGCL with respect to their certificate or certificates representing such Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will CBCS shall give the Purchaser and Merger Sub Heartland prompt notice of any written demands to receive fair value for Shares held by a stockholderDissenting Shareholder for payment, attempted withdrawals or notices of such demands, and any other instruments served pursuant intent to applicable Law demand payment received by CBCS under Chapter XIII of the Company relating to rights of dissent with respect to WBCL and Heartland shall have the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity right, at its expense, to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) such demands. CBCS shall not, except with the prior written consent of the Purchaser Heartland (which will not be unreasonably withheld or Merger Subdelayed) or as otherwise required by law, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle, or offer to settle or settle any such demands or approve any withdrawal or other treatment of settle, any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrary and contained in this Agreement, no Person that has perfected a demand for appraisal rights pursuant to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor Section 262 of the adoption of this Agreement or approval of DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger nor consented thereto in writing Consideration with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Dissenting Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails Person shall have effectively withdrawn its demand for, or failed to perfect, effectively withdraws perfect or otherwise loses hislost its right to, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to appraisal under the rights DGCL with respect to such Dissenting Shares. Notwithstanding anything to the contrary contained in this Agreement, unless and until a Dissenting Shares held by them in accordance Stockholder shall have effectively withdrawn its demand for, or failed to perfect or otherwise lost its right to, appraisal under the DGCL with the provisions of the DGCLrespect to Dissenting Shares, including Section 262 of the DGCL, and will each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their such Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3. If any Dissenting Stockholder effectively withdraws its demand for, all Dissenting Shares held by stockholders who have failed or fails to perfect or who effectively otherwise loses its rights to, appraisal pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, then the right of such Dissenting Stockholder to receive the payment provided by Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have withdrawn or otherwise lose their dissenters’ rights been automatically converted into, as of the Effective Time, and shall represent only, the right to receive the Per Share Merger Consideration, without interest, pursuant to the provisions of this Section 2.9. At the DGCL will thereupon Effective Time, the Dissenting Shares shall cease to be deemed outstanding, shall be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have been converted intoany rights with respect thereto, and represent the right to receive, the Merger Consideration in the manner except such rights provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. 2.9(f). The Company shall give Parent (di) Notwithstanding anything prompt notice of any written demands for appraisal pursuant to Section 262 of the contrary contained in this Section 3.3, if DGCL received by the Merger is abandoned Company prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value withdrawals of such stockholder’s Dissenting Shares demands and any other demands, notices or instruments delivered to the Company pursuant to the provisions Section 262 of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect prior to the Merger. Effective Time that relate to such demands and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) any such demand, notice or instrument. Prior to the Effective Time, the Company shall not, except with the prior written consent of the Purchaser or Merger SubParent, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, appraisal or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary contrary, all shares of Puget Sound Common Stock that are issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that and which are held by a stockholder shareholder who has neither voted did not vote in favor of the adoption of this Agreement Merger (or approval consent thereto in writing) and who exercises dissenters rights when and in the manner required under Chapter 23B.13 of the WBCA shall not be converted into or be exchangeable for the right to receive the Merger nor consented thereto in writing with respect to Consideration (the "Dissenting Shares"), but instead such Shares, or is otherwise holder shall be entitled to dissenters’ only such rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights as are granted with respect to the Merger in accordance payment of the fair value of such shares under the applicable provisions of Chapter 23B.13 of the WBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the DGCL rights provided for pursuant to the foregoing provisions of the WBCA and this Section 1.4(d)), unless and until such Shares (holder shall have failed to perfect or shall have effectively withdrawn or lost rights to demand or receive the Dissenting Sharesfair value of such shares of Puget Sound Common Stock under the WBCA. If any shareholder dissenting pursuant to the WBCA and this Section 1.4(d) and otherwise not shall have failed to perfect or shall have effectively withdrawn or lost such rights (a Dissenting Stockholder)right, will not such holder's shares of Puget Sound Common Stock shall thereupon be treated as if they had been converted into, or represent into and become exchangeable for the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions as of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receiveEffective Time, the Merger Consideration for each such share of Puget Sound Common Stock, in the manner provided in this accordance with Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. 1.4(b), without any interest thereon. Puget Sound shall give Heritage (di) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands notices to receive fair value for Shares held by a stockholderexercise dissenters' rights in respect of any shares of Puget Sound Common Stock, attempted withdrawals of such demands, notices and any other instruments served pursuant to applicable Law the WBCA and received by the Company Puget Sound relating to shareholders' dissenters' rights of dissent with respect to the Merger. and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for fair value under the WBCA. Puget Sound shall not, except with the prior written consent of the Purchaser or Merger SubHeritage, voluntarily make any payment with respect to, or settle, or offer or agree to any demands for payment of fair value for Dissenting Sharessettle, offer to settle or settle any such demands or approve any withdrawal or other treatment demand for payment. Any Merger Consideration made available to the Exchange Agent as (defined in Section 2.1) pursuant to Article II to pay for shares of any such demandsPuget Sound Common Stock for which dissenters' rights have been perfected shall be returned to Heritage upon demand.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, any Shares issued and outstanding immediately prior to the Effective Time that are shares of Company Common Stock held by a stockholder Person (a “Dissenting Stockholder”) who has neither not voted in favor of the adoption of this Agreement or approval and has complied with all the provisions of the Merger nor consented thereto in writing with respect DGCL concerning the right of holders of shares of Company Common Stock to require appraisal of their shares (the “Appraisal Provisions”) of Company Common Stock (“Dissenting Shares”), to the extent that the Appraisal Provisions are applicable, shall not be converted into the right to receive payment pursuant to ‎Section 2.1(b), but shall become the right to receive such consideration as may be determined to be due to such Shares, or is otherwise entitled Dissenting Stockholder pursuant to dissenters’ rights under the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, and who has validly asserted dissenters’ rights with respect in any case pursuant to the Merger in accordance with the DGCL for DGCL, then (i) each of such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not ’s shares of Company Common Stock shall thereupon be treated as though such shares of Company Common Stock had been converted into, or represent into the right to receive, the Merger Consideration unless and until receive payment from Parent pursuant to ‎Section 2.1(b) (treating such Dissenting Stockholder fails as a Participating Holder); (ii) the Reserve Percentage for each Participating Holder shall be recalculated to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each exclude such Dissenting Stockholder will be only entitled to Stockholder’s shares of Company Common Stock from the rights with respect to the number of Dissenting Shares held by them included in accordance with the provisions calculation of such Reserve Percentage; and (iii) the DGCL, including Section 262 of the DGCL, and will be entitled Agent shall promptly disburse to receive only the each Equityholder that previously received a payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to Section 2.2(c) (the provisions of “Original Payment”) an amount from the DGCL will thereupon be deemed Exchange Fund equal to have been converted into, and represent (A) the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares amount payable pursuant to Section 2.2(c) applying the provisions of Reserve Percentage as recalculated pursuant to clause (ii) above minus (B) the DGCL will cease. (e) The Original Payment. Company will shall give the Purchaser and Merger Sub Parent prompt notice of any written demands to receive fair value for Shares held appraisal of shares of Company Common Stock received by a stockholderCompany, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law received by Section 262 of the DGCL. Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) shall not, except with without the prior written consent of the Purchaser or Merger SubParent, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle or offer to settle or settle any such demands or approve any withdrawal or other treatment of settle, any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under Section 262 of the DGCL, any Shares share of Company Capital Stock that is issued and outstanding immediately prior to the Effective Time that are and which is held by a stockholder Company Stockholder who has neither voted did not consent to or vote in favor of the adoption Merger who otherwise complies with the requirements of this Agreement or approval Section 262 of the DGCL (such share being a “Dissenting Share,” and such Company Stockholder being a “Dissenting Stockholder”), shall not be converted into the right to receive the Merger nor consented thereto in writing Consideration to which the holder of such share would be entitled pursuant to Section 1.3 but rather shall be converted into the right to receive such amount as may be determined to be due with respect to such Shares, or is otherwise entitled Dissenting Share pursuant to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such . If any Dissenting Stockholder fails to perfect, perfect such stockholder’s dissenters’ rights under the DGCL or effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the such rights with respect to the any Dissenting Shares, such Dissenting Shares held by them in accordance with the provisions shall thereupon cease to constitute Dissenting Shares and each such shares thereafter shall be deemed to have been converted into, as of the DGCLEffective Time, including Section 262 of the DGCL, and will be entitled right to receive only the payment provided by Merger Consideration referred to in Section 262 of 1.3, pursuant to the DGCL with respect to their Dissenting Shares. (c) exchange procedures set forth in Section 1.9. Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3Agreement, if the Merger is abandoned prior to the Effective Timeabandoned, then the right of any Dissenting Stockholder a stockholder to be paid the fair value of such stockholderholder’s Dissenting Shares pursuant to the provisions Section 262 of the DGCL will shall cease. (e) . The Company will shall give the Purchaser and Merger Sub prompt Buyer (a) notice of any written demands to receive demand for payment of the fair value of any shares of Company Capital Stock or any attempted withdrawal of any such demand for Shares held by a stockholder, attempted withdrawals of such demands, payment and any other instruments instrument served pursuant to applicable Law the DGCL and received by the Company relating to any stockholder’s appraisal rights of dissent with respect to the Merger. and (fb) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except with any such demands for payment under the prior written consent of the Purchaser or Merger Sub, DGCL. The Company shall not voluntarily make any payment with respect to any demands demand for payment appraisal with respect to any Dissenting Shares without the prior written consent of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demandsthe Buyer.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary contrary, each share of Common Stock or Preferred Stock issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder any Stockholder who has neither not voted in favor of the adoption of this Agreement Merger or approval of the Merger nor consented thereto in writing and has properly exercised its dissenter’s rights under Chapter 13 of the CCC (such shares, the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive its portion of the Merger Consideration, but shall be entitled only to such rights with respect to such Shares, or is otherwise entitled Dissenting Shares as may be granted to dissenters’ rights under Section 262 such holder pursuant to Chapter 13 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) CCC. Each Dissenting Stockholder will be only entitled to the rights with respect to the holder of Dissenting Shares held by them in accordance with who, pursuant to the provisions of the DGCL, including Section 262 Chapter 13 of the DGCLCCC, and will be becomes entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. fair value of such shares of Common Stock or Preferred Stock shall receive payment therefor (c) Notwithstanding anything to but only after the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who value thereof shall have failed to perfect been agreed upon or who effectively have withdrawn or otherwise lose their dissenters’ rights finally determined pursuant to the provisions of the DGCL will thereupon be deemed CCC), with interest paid thereon only to have been converted into, and represent the right to receive, extent required by the Merger Consideration in the manner provided in this Section 3 and will no longer be CCC. If a holder of any Dissenting Shares or Excluded Shares and shall become entitled to receive payment of the fair value for such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything shares pursuant to the contrary contained in this Section 3.3CCC, if then Buyer shall make such payment pursuant to the Merger is abandoned prior to CCC. If, after the Effective Time, then the right of any Dissenting Shares shall lose their status as Dissenting Shares, Buyer shall issue and deliver, upon surrender by the holder of the certificate or certificates representing such Securities, the consideration, if any, to which such Stockholder to would otherwise be paid the fair value of such stockholder’s Dissenting Shares entitled pursuant to Section 2.04 with respect to such shares of Common Stock or Preferred Stock; provided, that unless required by a Governmental Order, in no event shall any such Stockholder receive such amounts unless and until such Stockholder has delivered his, her or its Letter of Transmittal to Buyer. Following the provisions of the DGCL will cease. (e) The Company will Closing, Buyer shall give the Purchaser and Merger Sub Stockholder Representative (a) reasonably prompt notice of any written demands received by Xxxxx or the Surviving Corporation for appraisal of shares of Common Stock or Preferred Stock pursuant to receive fair value for Shares held by a stockholderthe CCC, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law the CCC and received by Buyer or the Company relating to rights of dissent with respect to the Merger. Surviving Corporation and (fb) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except with the prior written consent of the Purchaser or Merger Sub, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (ai) No later than ten (10) days following the date that Suncrest Shareholder Approval is received, Suncrest or the Surviving Corporation shall provide each record holder of Suncrest Common Stock entitled to vote on the Merger with a notice including the information set forth in Section 1301(a) of the CGCL. (ii) Notwithstanding any provision of this Agreement to the contrary and contrary, no Dissenting Shares shall be converted into or represent a right to receive the extent available under applicable consideration for such shares set forth in this Agreement, if any, but the DGCL, any holder of such Dissenting Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect shall only be entitled to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 as are granted by Chapter 13 of the DGCL, and CGCL. If a holder of shares of Suncrest Common Stock who has validly asserted demands that Suncrest purchase such shares under Chapter 13 of the CGCL shall thereafter effectively withdraw or lose (through failure to perfect or otherwise) such holders’ dissenters’ rights with respect to such shares of Suncrest Common Stock then, as of the Merger in accordance with occurrence of such withdrawal or loss, each such share of Suncrest Common Stock shall be deemed as of the DGCL for such Shares (the Dissenting Shares) Effective Time to have been converted into and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent only the right to receive, in accordance with this Section 3.01, the Merger Consideration unless and until for such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsshares set forth in this Article 3. (biii) Each Dissenting Stockholder will be only entitled to Suncrest shall comply in all respects with the rights provisions of Chapter 13 of the CGCL with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. . Suncrest shall give Parent (cA) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands for purchase of any such shares of Suncrest Common Stock pursuant to receive fair value for Shares held by a stockholderChapter 13 of the CGCL, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law Chapter 13 of the CGCL and received by the Company relating to rights of dissent with respect to the Merger. Suncrest in connection therewith and (fB) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion purchase of dissenters’ rightsany shares of Suncrest Common Stock under Chapter 13 of the CGCL; and (ii) provided that Parent shall act in a commercially reasonable manner in directing any such negotiations or proceedings. Suncrest shall not, except with the prior written consent of the Purchaser Parent or Merger Subas required by Law, voluntarily make any payment with respect to any demands for payment purchase of fair value for Dissenting Shares, Suncrest Common Stock or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary LCV Shares which are issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that and which are held by a stockholder LCV Shareholder who has neither not voted such shares in favor of the adoption of this Agreement of, or approval of the Merger nor consented thereto in writing with respect to such Sharesto, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, LCV Transaction and who has validly asserted dissenters’ properly demanded appraisal rights with respect to in the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment manner provided by Section 262 of the DGCL (such LCV Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to their such LCV Shares) shall not be converted into a right to receive any portion of the Merger Consideration, if any, payable with respect to such LCV Shares pursuant to Section 2.02(b), unless and until the Effective Time has occurred and the holder of such Dissenting Shares. Shares becomes ineligible for such appraisal rights. The holders of Dissenting Shares shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from Subversive or the Surviving Company in accordance with the DGCL; provided, however, that (a) if any such holder of Dissenting Shares shall have failed to establish entitlement to appraisal rights as provided in Section 262 of the DGCL, (b) if any such holder of Dissenting Shares shall have effectively withdrawn or failed to perfect its demand for appraisal of such shares or otherwise lost or failed to be entitled for any reason to the right to appraisal and payment for shares under Section 262 of the DGCL or (c) Notwithstanding anything to if neither any holder of Dissenting Shares nor the contrary contained in this Section 3.3, Surviving Company shall have filed a petition demanding a determination of the value of all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to within the provisions time provided in Section 262 of the DGCL will thereupon DGCL, such holder shall forfeit the right to appraisal of such LCV Shares and each such LCV Share shall automatically be deemed to have been converted into, into and represent only the right to receive, receive the portion of the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3Consideration, if the Merger is abandoned prior any, payable with respect to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting LCV Shares pursuant to the provisions of the DGCL will cease. (e) The Company will Section 2.02(b), without interest thereon. LCV shall give the Purchaser Subversive and Merger Sub MergerSub prompt notice of any written demands to receive fair value received by LCV for Shares held by a stockholderappraisal of any LCV Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law the DGCL and received by LCV, and Subversive and MergerSub shall have the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity right to participate in in, direct and direct control all negotiations and proceedings with respect to assertion demands for appraisal under the DGCL and keep Subversive apprised of dissenters’ rights; and (ii) any discussions or correspondence with LCV Shareholders who have demanded appraisal under the DGCL or their representatives. LCV shall not, except with the prior written consent of the Purchaser Subversive, settle or Merger Suboffer to settle, voluntarily make any payment with respect to, or waive any failure to deliver, any demands for payment appraisal in accordance with the DGCL, or agree to any of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demandsthe foregoing.

Dissenting Shares. (a) Notwithstanding any provision If, in connection with the Merger, holders of this Agreement LB Common Shares shall have demanded and perfected dissenters’ rights pursuant to the contrary and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor Part 13 of the adoption Utah Act (“Dissenting Shares”), none of this Agreement or approval such Dissenting Shares shall be converted into a right to receive a portion of the Merger nor consented thereto in writing Total Purchase Price or any other amount deliverable with respect to such SharesLB Common Shares in accordance with Article 2, or is otherwise entitled but shall be converted into the right to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights receive such consideration as may be determined to be due with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled Shares pursuant to the rights with respect to the Utah Act. Each holder of Dissenting Shares held by them in accordance with the provisions of the DGCLwho, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed Utah Act, becomes entitled to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right payment of any Dissenting Stockholder to be paid the fair value of such stockholder’s shares shall receive payment therefor in accordance with the Utah Act. In the event that any LB shareholder fails to make an effective demand for payment or fails to perfect its dissenters’ rights as to its LB Common Shares or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receive the consideration issuable pursuant to Article 2 in respect of such shares as if such shares had never been Dissenting Shares, and PUB shall issue and deliver to the provisions holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2.9, following the satisfaction of the DGCL will cease. applicable conditions set forth in Section 2.9, the amount of the Per Share Consideration and any other amounts, to which such LB shareholders would have been entitled under Section 2.3 with respect to such shares (etreating such shares as No-Election Shares). LB shall give PUB (i) The Company will give the Purchaser and Merger Sub prompt notice of any written demands demand received by LB for appraisal of LB Common Shares or notice of intent to receive fair value for Shares held by exercise a stockholderLB shareholder’s dissenters’ rights in accordance with the Utah Act, attempted withdrawals of such demandsas the case may be, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of demands for dissenters’ rights; and (ii) notrights under such law. LB agrees that, except with the PUB’s prior written consent of the Purchaser consent, it shall not voluntarily make any payment or Merger Sub, voluntarily offer to make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle or offer to settle or settle settle, any such demands demand for appraisal or approve any withdrawal or other treatment exercise of any such demandsdissenters’ rights.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary and contrary, if Section 302A.471 of the MBCA shall be applicable to the extent available under the DGCLMerger, any Shares shares of AIQ Common Stock that are issued and outstanding immediately prior to the Effective Time that and which are held by a stockholder shareholders who has neither have not voted such shares in favor of the adoption Merger, who shall have delivered, prior to any vote on the Merger, a written demand for the fair value of this Agreement or approval such shares in the manner provided in Section 302A.473 of the Merger nor consented thereto in writing with respect MBCA and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to dissenters' rights ("AIQ Dissenting Shares") shall not be converted into or represent a right to receive shares of New MI Common Stock pursuant to SECTION 2.2(a) above, but the holders thereof shall be entitled only to such Shares, or is otherwise rights as are granted by Section 302A.473 of the MBCA. Each holder of AIQ Dissenting Shares who becomes entitled to dissenters’ rights under Section 262 payment for such shares pursuant to Sections 302A.471 and 302A.473 of the DGCL, and who has validly asserted dissenters’ rights with respect to MBCA shall receive payment therefor from the Merger Surviving Company in accordance with the DGCL MBCA; provided, however, that if any such holder of AIQ Dissenting Shares shall have effectively withdrawn such holder's demand for appraisal of such Shares (the Dissenting Shares) and otherwise not withdrawn shares or lost such rights holder's right to appraisal and payment of such shares under Section 302A.473 of the MBCA, such holder or holders (a Dissenting Stockholder), will not be converted into, or represent as the case may be) shall forfeit the right to receive, the Merger Consideration unless appraisal of such shares and until each such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will share shall thereupon be deemed to have been converted intocanceled, extinguished and converted, as of the Effective Time, into and represent the right to receivereceive payment from New MI of shares of New MI Common Stock as provided in SECTION 2.2(a) above. (b) Notwithstanding anything in this Agreement to the contrary, if Section 7-110-000 xx the Merger Consideration CBCA shall be applicable to the sale by MI of all or substantially all of its assets (as contemplated by SECTION 7.3(a)) (the "MI Asset Sale"), which is a condition to AIQ's obligation to close, shares of MI Common Stock that are issued and outstanding immediately prior to the effective date of the MI Asset Sale and which are held by shareholders who have not voted such shares in favor of such sale, who shall have delivered, prior to any vote on the MI Asset Sale, a written demand for the fair value of such shares in the manner provided in this Section 3 Sections 7-110-000 xxx 7-110-000 xx the CBCA and will no longer who, as of the effective date of the MI Asset Sale, shall not have effectively withdrawn or lost such right to dissenters' rights ("MI Dissenting Shares") shall not be converted into or represent a right to receive shares of New MI Common Stock as a result of the Reincorporation Merger, but the holders thereof shall be entitled only to such rights as are granted by Article 113 of the CBCA. Each holder of MI Dissenting Shares or Excluded Shares and who becomes entitled to payment for such shares pursuant to Article 113 of the CBCA shall receive payment therefor from the Surviving Company in accordance with the CBCA; provided, however, that if any such holder will no longer of MI Dissenting Shares shall have effectively withdrawn such holder's demand for appraisal of such shares or lost such holder's right to appraisal and payment of such shares under Article 113 of the CBCA, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and each such share shall thereupon be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3have been canceled, if the Merger is abandoned prior to extinguished and converted, as of the Effective TimeDate, then into and represent the right to receive payment from New MI of any Dissenting Stockholder to be paid the fair value shares of such stockholder’s Dissenting Shares pursuant to the provisions New MI Common Stock as a result of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Reincorporation Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except with the prior written consent of the Purchaser or Merger Sub, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, any Shares outstanding immediately prior to the Effective Time that are shares of Target Common Stock or Target Preferred Stock held by a stockholder holder who has neither voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to exercised such Shares, or is otherwise entitled to dissenters’ holder's appraisal rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with Article 13 of Georgia Law, and who, as of the DGCL for such Shares (the Dissenting Shares) and otherwise Effective Time, has not effectively withdrawn or lost such appraisal rights (a Dissenting Stockholder"DISSENTING SHARES"), will shall not be converted into, into or represent the a right to receivereceive Acquiror Common Stock pursuant to Section 2.1, but the Merger Consideration unless and until holder of the Dissenting Shares shall only be entitled to such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsrights as are granted by Georgia Law. (b) Each Dissenting Stockholder will be only entitled to Notwithstanding the provisions of Section 2.3(a), if any holder of shares of Target Common Stock or Target Preferred Stock who demands his appraisal rights with respect to such shares under Section 2.1 shall effectively withdraw or lose (through failure to perfect or otherwise) his rights to receive payment for the Dissenting Shares held by them in accordance with the provisions fair market value of such shares under Georgia Law, then, as of the DGCL, including Section 262 later of the DGCLEffective Time or the occurrence of such event, such holder's shares shall automatically be converted into and will be entitled represent only the right to receive only the Acquiror Common Stock and payment for fractional shares as provided by in Section 262 2.1(c), without interest, upon surrender of the DGCL with respect certificate or certificates representing such shares; PROVIDED that if such holder effectively withdraws or loses his right to their Dissenting receive payment for the fair market value of such shares after the Effective Time, then, at such time Acquiror will deposit in the escrow created pursuant to the Escrow Agreement additional certificates representing such holder's Pro Rata Portion of the Escrow Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. Target shall give Acquiror (di) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands for payment with respect to receive fair value for Shares held by a stockholderany shares of capital stock of Target pursuant to Article 13 of Georgia Law, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Georgia Law and received by the Company relating to rights of dissent with respect to the Merger. Target and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate at its own expense in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for appraisal rights under Georgia Law. Target shall not, except with the prior written consent of the Purchaser or Merger SubAcquiror, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, appraisal rights with respect to Target Common Stock or Target Preferred Stock or offer to settle or settle any such demands or approve any withdrawal or other treatment of compromise any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary contrary, including Section 1.03, Q2P Shares issued and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are Time, other than Q2P Shares held by a stockholder holder who has neither not voted in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing and who has properly exercised appraisal rights of such Q2P Shares in accordance with Section 262 of the DGCL (such Q2P Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Q2P Shares) shall not be converted into a right to receive a portion of the Merger Consideration, or is otherwise but instead shall be entitled to dissenters’ only such rights under as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to such Q2P Shares shall be treated as if they had been converted as of the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent Effective Time into the right to receive, receive the portion of the Merger Consideration unless and until Consideration, if any, to which such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only holder is entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions Section 1.03. Q2P shall provide APGR prompt written notice of the DGCL will thereupon be deemed any demands received by Q2P for appraisal of Q2P Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned Q2P prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares Time pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands that relates to receive fair value for Shares held by a stockholder, attempted withdrawals of such demandsdemand, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub APGR shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except such demands. Except with the prior written consent of the Purchaser or Merger SubXXXX, voluntarily X0X shall not make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle or offer to settle or settle any such demands or approve any withdrawal or other treatment of settle, any such demands. The Parties shall ensure that any notice or documentation required or deemed necessary to advise Q2P Stockholders of the Merger and their respective appraisal rights under Section 262 of the DGCL. (a) Prior to the Effective Time, APGR shall appoint an exchange agent reasonably acceptable to Q2P (the “Exchange Agent”) to act as the exchange agent in the Merger. (b) The Exchange Agent shall mail to each holder of Q2P Shares a letter of transmittal (a “Letter of Transmittal”) and instructions for use in effecting the surrender of the stock certificates evidencing shares held by the Q2P Stockholders (each a “Q2P Stock Certificate”) in exchange for the applicable portion of Merger Consideration. The Exchange Agent shall, after receipt of a Q2P Stock Certificate, together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and any other customary documents that the Exchange Agent may reasonably require in connection therewith, issue to the Q2P Stockholder of such Q2P Stock Certificate the Merger Consideration provided herein with respect to such Q2P Stock Certificate so surrendered and the Q2P Stock Certificate shall forthwith be cancelled. Unless otherwise provided herein, no interest shall be paid or shall accrue on any cash payable upon surrender of Q2P Stock Certificate. Until so surrendered, each outstanding Q2P Stock Certificate that prior to the Effective Time represented Q2P Shares (other than Dissenting Shares) shall be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the portion of the Merger Consideration as provided herein. If after the Effective Time, any Q2P Stock Certificate is presented to the Exchange Agent, it shall be cancelled and exchanged as provided in this Section 1.08. (c) If any portion of the Merger Consideration is to be paid to a person other than the person in whose name the surrendered Q2P Stock Certificate is registered, it shall be a condition to such payment that (i) such Q2P Stock Certificate shall be properly endorsed or shall otherwise be in proper form for transfer acceptable to APGR, and (ii) the person requesting such payment shall pay to the Exchange Agent any transfer or other tax required as a result of such payment to a person other than the registered holder of such Q2P Stock Certificate or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) Any portion of the Merger Consideration that remains unclaimed by the Q2P Stockholders twelve (12) months after the Effective Time shall be returned to APGR, upon demand, and any such Q2P Stockholder who has not exchanged Q2P Stock Certificates for the Merger Consideration in accordance with this Section 1.08 prior to that time shall thereafter look only to APGR for issuance of the Merger Consideration. (e) Any portion of the Merger Consideration made available to the Exchange Agent in respect of any Dissenting Shares shall be returned to APGR, upon demand.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything herein to the contrary and to the extent available under the DGCLcontrary, any Shares shares of Celestial Common that are outstanding immediately prior to the Effective Time and that are held by a stockholder stockholders, if any, who has neither voted in favor shall have performed all such acts as are required to perfect dissenters' rights pursuant to the applicable provisions of the adoption of this Agreement or approval of Nevada GCL (a "Celestial Dissenter") shall be converted into the Merger nor consented thereto right to receive the consideration payable in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger thereof in accordance with the DGCL for Nevada GCL, unless such Shares (holder loses the Dissenting Shares) status and otherwise not withdrawn rights of a Celestial Dissenter after the Effective Time. Any such payment shall be made by the Surviving Corporation. If after the Effective Time such holder loses the status and rights of a Celestial Dissenter, the Celestial Common or lost Celestial Preferred held by such rights (a Dissenting Stockholder), will not holder shall be treated as if they had been converted into, or represent as of the Effective Time into the right to receive, receive Common Stock of the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsSurviving Corporation. Celestial shall promptly provide PDI with copies of any written demand for payment received by Celestial from a Celestial Dissenter. (b) Each Dissenting Stockholder will be only entitled Notwithstanding anything herein to the rights with respect contrary, shares of PDI Common and PDI Preferred that are outstanding immediately prior to the Dissenting Shares Effective Time and that are held by them stockholders, if any, who shall have performed all such acts as are required to perfect dissenters' rights pursuant to the applicable provisions of the PaBCL (a "PDI Dissenter") shall be converted into the right to receive the consideration payable in respect thereof in accordance with the provisions of the DGCLPaBCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and unless such holder will no longer be deemed loses the status and rights of a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to PDI Dissenter after the Effective Time. Any such payment shall be made by the Surviving Corporation. If after the Effective Time such holder loses the status and rights of a PDI Dissenter, then the right of any Dissenting Stockholder PDI Common or PDI Preferred held by such holder shall continue to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions outstanding shares of the DGCL will cease. (e) The Company will give Surviving Corporation's Common Stock or Preferred Stock, as the Purchaser and Merger Sub prompt notice case may be. PDI shall promptly provide Celestial with copies of any written demands to receive fair value demand for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law payment received by the Company relating to rights of dissent with respect to the MergerPDI from a PDI Dissenter. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except with the prior written consent of the Purchaser or Merger Sub, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (ai) Notwithstanding any provision of anything in this Agreement to the contrary and contrary, if dissenters rights exist under the Texas Business Corporations Act (TBCA) which are applicable to the extent available under the DGCLAcquisition, any Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that Date and which are held by a stockholder shareholders who has neither (A) have not voted such shares in favor of the adoption Acquisition, (B) shall have delivered, prior to any vote on the Acquisition, a written demand for the fair value of this Agreement or approval such shares in the manner provided in the TBCA and (C) as of the Merger nor consented thereto in writing with respect Effective Time, shall not have effectively withdrawn or lost such right to dissenters' rights ("Dissenting Shares"), shall not be converted into or represent a right to receive the shares of Parent Series A Convertible Preferred Stock pursuant to Section 2.1 hereof, but the holders thereof shall be entitled only to such Shares, or is otherwise rights as are granted by the CBCA. Each holder of Dissenting Shares who becomes entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect payment for such shares pursuant to the Merger TBCA shall receive payment therefore from the Parent Corporation in accordance with the DGCL TBCA; provided, however, that if any such holder of Dissenting Shares shall have effectively withdrawn such holder's demand for appraisal of such Shares (the Dissenting Shares) and otherwise not withdrawn shares or lost such rights holder's right to appraisal and payment of such shares under the TBCA, such holder or holders (a Dissenting Stockholder), will not be converted into, or represent as the case may be) shall forfeit the right to receive, the Merger Consideration unless of appraisal of such shares and until each such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will share shall thereupon be deemed to have been converted intocanceled, extinguished and converted, as of the Effective Time, into and represent the right to receivereceive payment from the Parent Corporation of the applicable shares of Parent Series A Convertible Preferred Stock, the Merger Consideration in the manner as provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder2.1 hereof. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (eii) The Company will shall give the Purchaser and Merger Sub Parent (A) prompt notice of any written demands to receive demand for fair value, any withdrawal of a demand for fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments instrument served pursuant to applicable Law the TBCA received by the Company relating to rights of dissent with respect to the Merger. Company, and (fB) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) demands for fair value under the TBCA. The Company shall not, except with the prior written consent of the Purchaser or Merger SubParent, voluntarily make any payment with respect to any demands demand for payment of fair value for Dissenting Shares, or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demandsdemand.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLCayman Companies Act, any including Section ‎3.1, eLMTree Ordinary Shares issued and outstanding immediately prior to the Effective Time that are held by a stockholder holders who has neither voted have validly exercised, or have not otherwise lost, their dissenters’ rights for such eLMTree Ordinary Shares in favor accordance with this Section ‎3.3 and Section 238 of the adoption of this Agreement or approval Cayman Companies Act and otherwise complied with all of the Merger nor consented thereto in writing provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (such eLMTree Ordinary Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s dissenter’s rights under the Cayman Companies Act with respect to such eLMTree Ordinary Shares, or is otherwise and holders of the Dissenting Shares collectively, the “Dissenting Shareholders”) shall be cancelled and cease to exist at the Effective Time and the Dissenting Shareholders shall not be entitled to dissenters’ rights under Section 262 receive the Per Share Merger Consideration, but instead shall be entitled only to receive the payment of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for fair value of such Shares (the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent the right to receive, the Merger Consideration unless and until such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rights. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the Dissenting Shares held by them determined in accordance with the provisions Section 238 of the DGCLCayman Companies Act; provided, including however, that if, after the Effective Time, any Dissenting Shareholder fails to validly exercise or perfect, withdraws or loses such holder’s right to appraisal pursuant to this Section 262 ‎3.3 and Section 238 of the DGCL, and will be Cayman Companies Act or if a court of competent jurisdiction shall determine that such Dissenting Shareholder is not entitled to receive only the payment relief provided by Section 262 238 of the DGCL with respect Cayman Companies Act, such eLMTree Ordinary Shares shall be treated as if they had been cancelled and ceased to their Dissenting Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions exist and they had been converted as of the DGCL will thereupon be deemed to have been converted into, and represent Effective Time into the right to receivereceive the Per Share Merger Consideration, if any, to which such Dissenting Shareholder is entitled pursuant to Section ‎3.1, without interest thereon. Best Assistant shall provide GXXX prompt written notice of any written objections to the Merger Consideration or other demands received by eLMTree for the exercise of dissenter rights in respect of the manner provided in this Section 3 and will no longer be Dissenting Merger or appraisal of eLMTree Ordinary Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything according to the contrary contained in this Section 3.3Cayman Companies Act, if the Merger is abandoned any written withdrawal of any such objection or demand and any other written demand, notice or instrument delivered to eLMTree prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares Time pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands Cayman Companies Act that relates to receive fair value for Shares held by a stockholder, attempted withdrawals of such demandsobjection or demand, and any other instruments served pursuant to applicable Law received by the Company relating to rights of dissent GXXX shall be consulted with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all material negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) not, except such objection or demands. Except with the prior written consent of the Purchaser or Merger SubGXXX, voluntarily eLMTree shall not make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle or offer to settle or settle settle, any such demands objection or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, any Shares outstanding immediately prior to the Effective Time that are shares of Target Common Stock or Target Class B Stock held by a stockholder holder who has neither voted exercised such holder's appraisal rights in favor of the adoption of this Agreement or approval of the Merger nor consented thereto in writing accordance with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCLDelaware Law, and who who, as of the Effective Time, has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares (the Dissenting Shares) and otherwise not effectively withdrawn or lost such appraisal rights (a Dissenting Stockholder"DISSENTING SHARES"), will shall not be converted into, into or represent the a right to receivereceive Acquiror Common Stock pursuant to Section 2.1, but the Merger Consideration unless and until holder of the Dissenting Shares shall only be entitled to such Dissenting Stockholder fails to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsrights as are granted by Section 262 of Delaware Law. (b) Each Dissenting Stockholder will be only entitled to Notwithstanding the provisions of Section 2.3(a), if any holder of shares of Target Common Stock or Target Class B Stock who asserts his appraisal rights with respect to the Dissenting Shares held by them such shares in accordance with the provisions of the DGCL, including Section 262 of the DGCL, and will be entitled Delaware law shall effectively withdraw or lose (through failure to perfect or otherwise) his rights to receive payment for the fair market value of such shares under Delaware Law, then, as of the later of the Effective Time or the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Acquiror Common Stock and payment for fractional shares as provided by Section 262 in Sections 2.1(c) and 2.6, without interest, upon surrender of the DGCL with respect to their Dissenting certificate or certificates representing such shares; provided that if such holder effectively withdraws or loses his -------- appraisal rights after the Effective Time, then, at such time Acquiror will deposit in escrow certificates representing such holder's Pro Rata Portion of the Escrow Shares. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. Target shall give Acquiror (di) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will give the Purchaser and Merger Sub prompt notice of any written demands for appraisal with respect to receive fair value for Shares held by a stockholderany shares of capital stock of Target pursuant to Section 262 of Delaware Law, attempted withdrawals of such demands, and any other instruments concerning appraisal served pursuant to applicable Delaware Law and received by the Company relating to rights of dissent with respect to the Merger. Target and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) appraisal rights under Delaware Law. Target shall not, except with the prior written consent of the Purchaser or Merger SubAcquiror, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Shares, appraisal rights with respect to Target Common Stock or Target Class B Stock or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any provision As promptly as practicable but in no event later than the 11th calendar day following approval of this Agreement by the shareholders of HGR, HGR will mail to every shareholder of record of HGR that did not consent to the contrary and to the extent available under the DGCLapproval of this Agreement, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder who has neither voted in favor notice of the adoption fact and date of the approval of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, and who has validly asserted dissenters’ rights with respect to the Merger in accordance with Section 6.202(d) of the DGCL for such Shares (TBOC and that the Dissenting Shares) and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will not be converted into, or represent shareholder may exercise the shareholder's right to receive, dissent from the Merger Consideration unless in accordance with Subchapter H of Chapter 10 of the TBOC. The notice shall be accompanied by a copy of Subchapter H of Chapter 10 of the TBOC, a copy of this Agreement, and until such Dissenting Stockholder fails additional information and materials as the Surviving Corporation or TTI may elect to perfect, effectively withdraws or otherwise loses his, her or its dissenters’ rightsprovide. (b) Each Dissenting Stockholder will be only entitled to the Any holder of shares of HGR Common Stock who perfects such holder's rights with respect to the Dissenting Shares held by them of dissent and appraisal in accordance with the provisions and as contemplated by Subchapter H of Chapter 10 of the DGCL, including TBOC shall not receive payment pursuant to Section 262 of the DGCL, and will 1.03 but shall instead be entitled to receive only from TTI, the payment provided by Section 262 fair value of such shares in cash as determined pursuant to such provision of the DGCL TBOC; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with respect the applicable provisions of the TBOC and surrendered to their Dissenting SharesTTI the certificate or certificates representing the shares for which payment is being made. In the event that a dissenting shareholder of HGR fails to perfect, or effectively withdraws or loses, such holder's right to dissent and receive payment for such holder's shares, TTI shall issue and deliver the consideration to which such holder of shares of TTI Common Stock is entitled under this Article I (without interest) upon surrender by such holder of the certificate or certificates representing the shares of HGR Common Stock held by such holder. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will HGR shall give the Purchaser and Merger Sub TTI prompt notice of any written demands to receive fair value for Shares held appraisal or payment for shares of HGR Common Stock received by a stockholderit, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law law that are received by the Company relating to rights of dissent HGR with respect to the Merger. (f) The Company will: (i) give the Purchaser and Merger Sub the opportunity shareholders' rights to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights; and (ii) dissent. HGR shall not, except with without the prior written consent of the Purchaser or Merger SubTTI, voluntarily make any payment with respect to any demands for payment of fair value for Dissenting Sharesto, or settle or offer to settle or settle any such demands or approve any withdrawal or other treatment of settle, any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement other than Section 3.3(b) hereof to the contrary and to the extent available under the DGCLcontrary, any Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that are and held by a stockholder shareholder who has neither voted in favor is entitled to dissent from the Merger under Chapter 23B.13 of the adoption of this Agreement or approval of the Merger nor consented thereto in writing with respect to such Shares, or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL, WBCA and who has validly asserted dissenters’ rights with respect exercised, when and in the manner required by Chapter 23B.13 of the WBCA to the Merger extent so required prior to the Effective Time, such right to dissent and to obtain payment of the fair value of such shares under Chapter 23B.13 of the WBCA in accordance connection with the DGCL for such Shares Merger (the "Dissenting Shares") and otherwise not withdrawn or lost such rights (a Dissenting Stockholder), will shall not be converted into, or represent into the right to receive, receive the Merger Consideration unless and until such shareholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such shareholder's right to obtain payment of the fair value of such shareholder's Dissenting Stockholder fails Shares under Chapter 23B.13 of the WBCA, but shall instead be entitled only to perfectsuch rights with respect to such Dissenting Shares as may be granted to such shareholder under Chapter 23B.13 of the WBCA. From and after the Effective Time, effectively withdraws Dissenting Shares shall not be entitled to vote for any purpose or otherwise loses hisbe entitled to the payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time), her or its dissenters’ rightsand holders of Dissenting Shares shall have no rights as a shareholder of the Surviving Corporation with respect to such Dissenting Shares, except those provided under Chapter 23B.13 of the WBCA. (b) Each Dissenting Stockholder will be only entitled to the rights with respect to the If any shareholder who holds Dissenting Shares held by them effectively withdraws or loses (through failure to perfect or otherwise) such shareholder's right to obtain payment of the fair value of such shareholder's Dissenting Shares under Chapter 23B.13 of the WBCA, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder's shares of Company Common Stock shall no longer be Dissenting Shares and, if the occurrence of such effective withdrawal or loss is later than the Effective Time, shall be treated as if they had as of the Effective Time been converted into the right to receive the Merger Consideration, without any interest thereon, as set forth in Section 3.1(a) or converted or cancelled in accordance with the provisions of the DGCLSections 3.1(b) or (c), including Section 262 of the DGCL, and will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their Dissenting Sharesas applicable. (c) Notwithstanding anything to the contrary contained in this Section 3.3, all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in this Section 3 and will no longer be Dissenting Shares or Excluded Shares and such holder will no longer be deemed a Dissenting Stockholder. (d) Notwithstanding anything to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the DGCL will cease. (e) The Company will shall give the Purchaser and Merger Sub Parent (i) prompt notice of any written demands notices of intent to receive fair value demand payment for Shares held by a stockholderany shares of Company Common Stock, attempted withdrawals of such demands, demands for payment and any other instruments served pursuant to applicable Law the WBCA and received by the Company relating to the exercise of dissenters' rights under Chapter 23B.13 of dissent with respect to the Merger. WBCA and (fii) The Company will: (i) give the Purchaser and Merger Sub the opportunity to participate in and direct all negotiations and proceedings that take place prior to the Effective Time with respect to assertion the exercise of dissenters’ rights; and (ii) not, except ' rights under the WBCA. Except with the prior written consent of Parent, the Purchaser or Merger Sub, Company shall not voluntarily make any payment with respect to the exercise of dissenters' rights or settle or offer to settle any demands for payment of fair value for with respect to Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.