Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding anything to the contrary herein, any shares of BIZ Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with applicable law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ shall give Litronic prompt notice of any demand received by BIZ to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demand. BIZ agrees that, except with the prior written consent of Litronic, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6.

Dissenting Shares. (i) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares each outstanding share of BIZ Company Common Stock held by a the holder who of which has demanded and not voted in favor of the Merger, has perfected such holder's right for to an appraisal of such holder's shares in accordance with the applicable law and who, as provisions of the Effective Time, DGCL and has not effectively withdrawn or lost such right to appraisal (a "Dissenting SharesShare"), if any, shall not be converted into Litronic Common Stock or represent a right to receive the Merger Consideration pursuant to Section 2.1(c), but the holder thereof shall instead be entitled only to such rights as are granted by the applicable provisions of the DGCL; provided, however, that any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the DGCL, shall be deemed to be converted into into, as of the Effective Time, the right to receive such consideration as may be determined the Merger Consideration pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.1(c). (ii) The Company shall give Litronic Parent (x) prompt notice of any demand written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the applicable provisions of the DGCL relating to the appraisal process received by BIZ the Company and (y) the opportunity to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees thatThe Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, Merger or consented thereto in writing and who has not effectively withdrawn or lost such right to appraisal complied with Section 262 of the DGCL ("“Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall instead be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such consideration as may be determined Shares pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.2. (b) The Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by BIZ the Company relating to require BIZ rights of appraisal and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demands for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded complied with Section 262 of the DGCL with respect to such Shares (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and perfected such holder's right for appraisal of such shares in accordance with applicable law and who, as of after the Effective Time, a stockholder who has properly exercised such appraisal rights will not effectively withdrawn have any rights of a stockholder of the Company or lost the Surviving Corporation with respect to such Shares, except those provided in accordance with Section 262 of the DGCL. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal ("Dissenting Shares")appraisal, if any, shall not in which case such Shares will be converted into Litronic Common Stock but shall instead be converted into and represent only the right to receive such consideration as may be determined to be due the Merger Consideration, without interest thereon, upon surrender of the Certificates or Book-Entry Shares, in accordance with respect to such Dissenting Shares. BIZ shall Section 2.2. (b) The Company will give Litronic Parent (i) prompt written notice of any demand written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other communications received by BIZ the Company relating to require BIZ rights of appraisal and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it the Company will not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demands for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal.

Dissenting Shares. (a) Notwithstanding anything Section 2.1, Shares outstanding immediately prior to the contrary herein, any shares of BIZ Stock Effective Time and held by a holder who has demanded not voted in favor of, or consented in writing to, the Exchange and perfected such holder's right for who has properly exercised appraisal rights of such shares Shares in accordance with applicable law and who, the NRS (such Shares being referred to collectively as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("“Dissenting Shares"), if any, ” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the NRS with respect to such Shares) shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive any portion of the Merger Consideration as provided in Section 2.1(b) of this Agreement, but instead shall be entitled to only such consideration rights as may are granted by the NRS; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to an appraisal pursuant to the NRS or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the NRS, such Shares shall thereupon be determined treated as if they had been converted as of the Effective Time into the right to be due with respect receive the Merger Consideration to which such Dissenting holder is entitled pursuant to Section 2.1(b), upon surrender of such holder’s certificate formerly representing such Shares. BIZ . (b) WWAG shall give Litronic AllCom prompt notice of any demand demands received by BIZ to require BIZ to purchase shares WWAG for the appraisal of Common Stock of BIZShares, and Litronic and BIZ AllCom shall mutually direct and participate in have the right to consult with WWAG regarding all negotiations and proceedings with respect to such demanddemands. BIZ agrees that, except with the WWAG shall not make any such payment without AllCom’s prior written consent of Litronic(not to be unreasonably withheld, delayed, denied, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to such provisionsconditioned). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6.

Dissenting Shares. (a) Notwithstanding anything in this ----------------- Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, Merger or consented thereto in writing and who has not effectively withdrawn or lost such right to appraisal complied with Section 262 of the DGCL ("Dissenting Shares"), if any, ) shall not be converted into Litronic Common Stock but a right to receive the Merger ----------------- Consideration, unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall instead be entitled to receive payment of the appraised value of such Shares held by him or her in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his or her right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such consideration as may be determined Shares pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.2. (b) The Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by BIZ the Company relating to require BIZ rights of appraisal and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in the conduct of all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demands for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, has not effectively withdrawn Merger or lost such right to appraisal consented thereto in writing and who complies with Section 262 of the DGCL (the "Dissenting Shares"), if any, ) shall not be converted into Litronic Common Stock but a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights shall instead not have any rights of a stockholder of the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by him or her in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such consideration as may be determined Shares pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.2. (b) The Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by BIZ the Company relating to require BIZ rights of appraisal and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in the conduct of all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demands for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal.

Dissenting Shares. (a) Notwithstanding anything any other provision of this Agreement to the contrary hereincontrary, any shares of BIZ Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have not consented to the Merger in writing and who shall have properly delivered a holder who has demanded and perfected such holder's right written demand for appraisal of such shares in accordance with applicable law Section 262 of the DGCL and whoshall not have failed to perfect or shall not have effectively withdrawn such demand or otherwise lost their appraisal rights (the "Dissenting Shares") shall not be converted into or represent the right to receive Cash Consideration. Such stockholders shall be entitled to have such shares of Common Stock held by them appraised in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdrawn or otherwise lost their right to appraisal of such shares of Common Stock under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive receive, without any interest thereon, the Cash Consideration therefor, upon surrender in accordance with Section 2.08(b) of the Stock Certificate or Stock Certificates that formerly evidenced such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ shares of Common Stock. (b) The Company shall give Litronic Parent (i) prompt notice of any demand demands for appraisal received by BIZ to require BIZ to purchase shares the Company, withdrawals of Common Stock of BIZdemands for appraisal, and Litronic any other instruments served pursuant to the DGCL and BIZ shall mutually direct received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees thatThe Company will not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect toto any demands for appraisal, or settle or offer to settle, or settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demand for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal rights.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, Merger or consented thereto in writing and who has not effectively withdrawn or lost such right to appraisal complied with Section 262 of the DGCL ("the “Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights shall instead not have any rights of a stockholder of the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares shall be converted into and represent only the right to receive such consideration as may be determined the Merger Consideration, without interest thereon, upon surrender of the Certificates or Book-Entry Shares, pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.2. (b) The Company shall give Litronic Parent (i) prompt written notice of any demand received by BIZ written demands for appraisal (including copies of such demands) and attempted withdrawals of such demands and (ii) the opportunity to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in the conduct of all negotiations and proceedings with respect to such demanddemands for appraisal. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demands for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereinand to the extent available under the DGCL, any shares of BIZ Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder any stockholder who has demanded is entitled to demand and perfected properly demands (and does not timely withdraw such holder's right for demand) appraisal of such shares Shares (the "DISSENTING SHARES") pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL shall not be converted into, or represent the right to receive, the Merger Consideration. Any such stockholder shall instead be entitled to receive payment of the fair value of such stockholder's Dissenting Shares in accordance with applicable law the provisions of Section 262 of the DGCL; PROVIDED, HOWEVER, that all Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have withdrawn, in accordance with Section 262 of the DGCL, or lost such stockholder's rights to appraisal of such Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such consideration Shares in the manner provided in Section 2.02(b) and (c), as may be determined to be due with respect to such Dissenting Shares. BIZ applicable. (b) The Company shall give Litronic Parent (i) prompt notice of any demand demands received by BIZ the Company for appraisal of any Shares, withdrawals of such demands and any other instruments served pursuant to require BIZ the DGCL and received by the Company and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in and direct all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, make any payment or as required under applicable law, it will not voluntarily agree to make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Company Common Stock that are issued and outstanding immediately before the Effective Time and that are held by a holder stockholders who has demanded have not voted in favor of the Merger or consented thereto in writing and perfected such holder's right for who have properly exercised appraisal of such shares rights with respect thereto in accordance with applicable law and who, as Section 262 of the Effective Time, has not effectively withdrawn or lost DGCL (insofar as such right Section is applicable to the Merger and provides for appraisal ("Dissenting Shares"rights with respect to it), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration as may determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be determined deemed to be due with respect have been converted, at the Effective Time, into the right to such Dissenting Sharesreceive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. BIZ shall The Company will give Litronic Parent (a) prompt notice of any demand demands (or withdrawals of demands) for appraisal received by BIZ the Company pursuant to require BIZ the applicable provisions of the DGCL and any other instruments served pursuant to purchase shares of Common Stock of BIZ, the DGCL and Litronic received by the Company and BIZ shall mutually (b) the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees thatThe Company will not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any such demands for appraisal or offer to settle, or settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares issued and outstanding immediately prior to the Effective Time that are held by a any holder who has demanded not voted in favor of the Merger and perfected such holder's right for who is entitled to demand and properly demands appraisal of such shares in accordance with applicable law and who, as Shares pursuant to Section 262 of the Effective Time, has not effectively withdrawn or lost such right to appraisal DGCL ("“Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, unless and until such consideration holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as may be determined of the later of the Effective Time and the time that such right to be due appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration in accordance with respect to such Dissenting SharesSection 2.1(a). BIZ The Company shall give Litronic serve prompt notice to Parent of any demand demands for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments received by BIZ the Company relating to require BIZ rights to purchase shares of Common Stock of BIZappraisal, and Litronic and BIZ Parent shall mutually direct and have the right to participate in and direct all negotiations and proceedings with respect to such demanddemands. BIZ agrees thatThe Company shall not, except with without the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, or approve any withdrawal of any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock held by a Shares as to which the holder who thereof has demanded and perfected such holder's right for appraisal of such shares with respect to the Merger in accordance with applicable law Section 262 of the DGCL and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost such his right to such appraisal ("the “Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock or represent a right to receive cash pursuant to Section 2.01, but the holder thereof shall instead be entitled to only such rights as are granted by the DGCL. (b) Notwithstanding the provisions of Section 2.03(a), if any holder of Shares who demands appraisal of his Shares under the DGCL effectively withdraws or loses (through failure to perfect or otherwise) such holder’s right to appraisal, then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Shares shall automatically be converted into and represent only the right to receive the Merger Consideration as provided in Section 2.01(c), without interest, upon surrender of the Certificate or Certificates representing such consideration as may be determined Shares pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.02. (c) The Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal or payment of the fair value of any Shares, withdrawals of such demands, and any other instruments served on the Company pursuant to the DGCL and received by BIZ the Company and (ii) the opportunity to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees that, except Except with the prior written consent of Litronic, or as required under applicable law, it will Parent the Company shall not voluntarily make any payment with respect toto any demands for appraisal, or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, adoption of this Agreement or consented thereto in writing and who has not effectively withdrawn complied with all of the relevant provisions of Section 262 of the DGCL or lost such right to appraisal any successor provision ("“Dissenting Shares"), if any, ”) shall not be converted into Litronic a right to receive the Merger Consideration, unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal in accordance with Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Common Stock but held by such holder in accordance with the provisions of Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses such holder’s right to appraisal in accordance with Section 262 of the DGCL, in which case such Common Stock shall instead be converted into and represent only the right to receive the Merger Consideration, without interest thereon, and subject to deduction for any required withholding taxes, upon surrender of the Certificate or Certificates representing such consideration as may be determined shares of Common Stock pursuant to be due with respect to such Dissenting Shares. BIZ Section 3.2. (b) (i) The Company shall give Litronic Parent prompt notice of any demand written demands for appraisal of any Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by BIZ the Company relating to require BIZ rights of appraisal and (ii) Parent shall have the right to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in and direct all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled demands for appraisal or agree to payment do any of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6foregoing.

Dissenting Shares. Notwithstanding anything Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the contrary herein, any shares of BIZ Stock held Effective Time and owned by a holder or beneficial owner who has demanded not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and perfected who has properly exercised appraisal rights for such holder's shares in accordance with Section 262 of the DGCL shall not be converted into, nor represent, a right for appraisal to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with applicable law Section 262 of the DGCL, following which such shares shall automatically be canceled and whoshall cease to exist; provided, however, that if, after the Effective Time, such owner fails to perfect, effectively withdraws or validly waives or loses such owner’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such owner is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such consideration as may be determined Certificate formerly representing such share. The Company shall provide Parent prompt written notice and copies of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to be due the Company prior to the Effective Time pursuant to Section 262 of the DGCL or that relates to a demand for an appraisal, and Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings with respect to such Dissenting Sharesdemands. BIZ shall give Litronic prompt notice of any demand received by BIZ to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demand. BIZ agrees that, except Except with the prior written consent of LitronicParent, the Company shall not (x) waive any failure to timely deliver a written demand for appraisal or as required under applicable law, it will not voluntarily otherwise comply with Section 262 of the DGCL or (y) make any payment with respect to, or offer to settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares that are outstanding immediately prior to the Effective Time and which are held by a holder stockholders who has shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded and perfected properly in writing appraisal for such holder's Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into or represent the right for to receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares in accordance with applicable law Shares under such Section 262 shall thereupon be deemed to have been converted into and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.10, of the certificate or certificates that formerly evidenced such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ . (b) The Company shall give Litronic Parent (i) prompt notice of any demand demands for appraisal received by BIZ to require BIZ to purchase shares the Company, withdrawals of Common Stock of BIZsuch demands, and Litronic any other instruments served pursuant to Delaware Law and BIZ shall mutually received by the Company and (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under Delaware Law. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, Merger or consented thereto in writing and who has not effectively withdrawn or lost such right to appraisal complied with Section 262 of the DGCL ("the “Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights shall instead not have any rights of a stockholder of the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares shall be converted into and represent only the right to receive such consideration as may be determined the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates, pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.2. (b) The Company shall give Litronic Parent (i) prompt written notice of any demand written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by BIZ the Company relating to require BIZ rights of appraisal; and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in the conduct of all negotiations and proceedings with respect to such demanddemands for appraisal. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demands for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares which are outstanding immediately prior to the Effective Time and which are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded and perfected appraisal for such holder's right for appraisal of such shares Shares in accordance with applicable law and who, as Section 262 of the Effective Time, has not effectively withdrawn or lost such right to appraisal DGCL ("Dissenting Shares"), if any, ) shall not be converted into Litronic Common Stock a right to receive the Merger Consideration pursuant to Section Section 2.7, but the holders of Dissenting Shares shall instead be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, however, that if any such holder shall have failed to perfect or shall withdraw or lose such holder's right of appraisal and payment under the DGCL, such holder's Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration, without interest thereon, as provided in Section Section 2.7 and such consideration as may Shares shall no longer be determined to be due with respect to such Dissenting Shares. BIZ The Company shall give Litronic Parent and Purchaser prompt notice of any demand demands received by BIZ to require BIZ to purchase shares the Company for appraisal of Common Stock of BIZShares, and Litronic of any withdrawals of demands for appraisal, or of any other instruments served pursuant to Section 262 of the DGCL and BIZ received by the Company. Prior to the Effective Time, Parent and Purchaser shall mutually direct and have the right to participate in all negotiations and proceedings with respect to such demanddemands for appraisal. BIZ agrees thatPrior to the Effective Time, the Company shall not, except with the prior written consent of LitronicParent and Purchaser, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demanddemands. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled shall have only such rights and remedies as are granted to payment such holder under Section 262 of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6DGCL.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and perfected who complies in all respects with, Section 262 of the DGCL (such holder's Shares, the “Dissenting Shares”) will not be converted into the right for to receive the Merger Consideration, and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such shares holder to receive such payment in accordance with applicable law respect of such Dissenting Shares will cease and whosuch Dissenting Shares will be deemed to have been converted, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not into and will be converted into Litronic Common Stock but shall instead be converted into exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares. The Company will give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such consideration as may be determined demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be due paid the fair value of Dissenting Shares, and Parent will have the right to participate in and direct all negotiations and Proceedings with respect to such Dissenting Sharesdemands. BIZ shall give Litronic prompt notice of any demand received by BIZ to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demand. BIZ agrees thatThe Company will not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such purchase demand. Each holder demands, or approve any withdrawal of Dissenting Shares ("Dissenting Stockholder") who becomes entitled any such demands, or agree to payment do any of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6foregoing.

Dissenting Shares. Notwithstanding anything Section 3.03, shares of Company Common Stock issued and outstanding immediately prior to the contrary herein, any Effective Time (other than shares of BIZ Company Common Stock canceled in accordance with Section 3.03(b)) and held by a holder who has demanded and perfected such holder's right for properly exercised appraisal rights of such shares in accordance with applicable law and who, Section 262 of Delaware Law (such shares being referred to collectively as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("“Dissenting Shares")” until such time as such holder fails to perfect, if any, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into Litronic a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock but shall instead be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 3.03(a), without interest thereon, upon surrender of such consideration Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be determined to be due with respect to such Dissenting Sharesbe. BIZ The Company shall give Litronic provide Parent prompt written notice of any demand demands received by BIZ to require BIZ to purchase the Company for appraisal of shares of Company Common Stock Stock, any withdrawal of BIZany such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Litronic Parent shall have the opportunity and BIZ shall mutually direct and right to participate in all negotiations and proceedings Proceedings with respect to such demanddemands. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, or offer to settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything in this ----------------- Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have demanded and perfected properly in writing appraisal for such holder's right for appraisal of such shares Shares in accordance with applicable law and who, as Section 262 of the Effective TimeDelaware Law (collectively, has not effectively withdrawn or lost such right to appraisal (the "Dissenting Shares"), if any, ) shall not be converted into Litronic Common Stock but a right to receive the Per Share Amount unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal under the Delaware Law. Such stockholders shall instead be entitled to receive payment of the appraised value of such Shares in accordance with Section 262 of the Delaware Law, except all Dissenting Shares held by stockholders who have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such Dissenting Shares shall be deemed to have been converted as of the Effective Time into a right to receive the Per Share Amount without interest thereon, upon surrender, in the manner provided in Section 3.02 hereof, of the certificate(s) that formerly evidenced such Shares. The Company shall provide Parent (i) prompt notice of and copies of any demands received by the Company for appraisal of Shares, withdrawals of such demands, and any other instruments served pursuant to the Delaware Law and received by the Company and, (ii) prior to the Effective Time, the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ shall give Litronic prompt notice of any demand received by BIZ to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands. BIZ agrees thatPrior to the Effective Time, the Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded appraisal for such Shares in accordance with Section 262 of DGCL (collectively, the "Dissenting Shares") shall not be cancelled or converted into, or represent the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive, subject to and perfected net of any applicable withholding of Taxes, payment of the appraised value of such holder's right for Shares held by them in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such shares in accordance with applicable law Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.9, of the certificate or certificates that formerly evidenced such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ . (b) The Company shall give Litronic Parent (i) prompt notice of any demand demands for appraisal received by BIZ to require BIZ to purchase shares the Company, withdrawals of Common Stock of BIZsuch demands, and Litronic any other instruments served on or otherwise received by the Company pursuant to the DGCL and BIZ shall mutually (ii) following acceptance of the Shares for payment pursuant to the Offer, the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent (which shall not be unreasonably delayed or withheld), or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded and perfected properly in writing appraisal for such holder's Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into, or represent the right for to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares in accordance with applicable law Shares under such Section 262 shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ . (b) The Company shall give Litronic CRI (i) prompt notice of any demand demands for appraisal received by BIZ to require BIZ to purchase shares the Company, withdrawals of Common Stock of BIZsuch demands, and Litronic any other instruments served pursuant to Delaware Law and BIZ shall mutually received by the Company and (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under Delaware Law. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicCRI, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything to the contrary herein, any shares of BIZ Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with applicable law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Any Dissenting Shares"), if any, Shares shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to each such Dissenting SharesShare pursuant to Subchapter D of Title 15 of the PBCL; provided, however, that Dissenting Shares held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in Subchapter D of Title 15 of the PBCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive such holder’s Pro Rata Portion of the Merger Consideration in accordance with the procedures specified in Section 2.3(a). BIZ The Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Subchapter D of Title 15 of the PBCL received by BIZ to require BIZ to purchase shares of Common Stock of BIZthe Company, and Litronic and BIZ shall mutually (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under Subchapter D of Title 15 of PBCL. BIZ agrees thatThe Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything Section 2.7, if required by Sections 60.551 to 60.594 of the OBCA (but only to the contrary hereinextent required thereby), any shares of BIZ Stock Common Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded and perfected appraisal for such holder's right for appraisal of such shares Common Shares in accordance with applicable law with, and whowho have complied with, as Sections 60.551 to 60.594 of the Effective Time, has not effectively withdrawn or lost such right to appraisal OBCA ("“Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but shall instead be converted into the a right to receive the Merger Price, and holders of such consideration Dissenting Shares will be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Sections 60.551 to 60.594 unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal under the OBCA. If after the Effective Time such holder fails to perfect or withdraws or loses his right to appraisal, such Common Shares shall be treated as may be determined if they had been converted as of the Effective Time into a right to be due receive the Merger Price, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Price for such Common Shares without any interest. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided under Sections 60.551 to such Dissenting Shares60.594 of the OBCA and as provided in the previous sentence. BIZ The Company shall give Litronic Parent prompt notice of any demand demands received by BIZ to require BIZ to purchase shares the Company for appraisal of Common Stock of BIZShares, and Litronic and BIZ Parent shall mutually direct and have the right to participate in and to control all negotiations and proceedings with respect to such demanddemands. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything Shares of capital stock of Radius held by stockholders of Radius who have properly exercised and preserved appraisal rights with respect to those shares in accordance with Section 262 of the contrary herein, any DGCL (“Dissenting Shares”) shall not be converted into or represent a right to receive shares of BIZ MPMAC Common Stock held or MPMAC Preferred Stock, as applicable, pursuant to Section 2.2 above, but the holders thereof shall be entitled only to such rights as are granted by a Section 262 of the DGCL. Each holder of Dissenting Shares who has demanded and perfected becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Company in accordance with such laws; provided, however, that if any such holder of Dissenting Shares shall have effectively withdrawn such holder's right ’s demand for appraisal of such shares in accordance with applicable law or lost such holder’s right to appraisal and whopayment of such shares under Section 262 of the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and each such share shall thereupon be deemed to have been cancelled, extinguished and exchanged, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into and represent the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ shall give Litronic prompt notice of any demand received by BIZ to require BIZ to purchase from MPMAC shares of MPMAC Common Stock of BIZor MPMAC Preferred Stock, and Litronic and BIZ shall mutually direct and participate as applicable, as provided in all negotiations and proceedings with Section 2.2 above. Any payments in respect to such demand. BIZ agrees that, except with the prior written consent of Litronic, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of will be deemed made by the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6Surviving Company.

Dissenting Shares. (i) Notwithstanding anything in this Agreement to the contrary hereinand unless otherwise provided by applicable law, any shares of BIZ Excel Common Stock held that are issued and outstanding immediately prior to the Effective Time and that are owned by a holder stockholders who has demanded and have properly perfected such holder's right for their rights of appraisal within the meaning of such shares in accordance with applicable law and who, as Section 85 of Chapter 156B of the Effective Time, has not effectively withdrawn or lost such right to appraisal MBCL (the "Dissenting Shares"), if any, ) shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, unless and until such consideration as may stockholders shall have failed to perfect or shall have effectively withdrawn or lost their right of payment under applicable law, but, instead, the holders thereof shall be determined entitled to be due with respect to payment of the appraised value of such Dissenting SharesShares in accordance with the provisions of the MBCL. BIZ If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, each share of Excel Common Stock held by such stockholder shall thereupon be deemed to have been converted into the right to receive and become exchangeable for, at the Effective Time, the Merger Consideration in the manner provided in Section 2.01(c). (ii) Excel shall give Litronic Lucent (A) prompt notice of any demand objections filed pursuant to the MBCL received by BIZ Excel, withdrawals of such objections and any other instruments served in connection with such objections pursuant to require BIZ the MBCL and received by Excel and (B) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demandobjections under the MBCL consistent with the obligations of Excel thereunder. BIZ agrees thatExcel shall not, except with the prior written consent of LitronicLucent, or as required under applicable law, it will not voluntarily (x) make any payment with respect toto any such objection, (y) offer to settle or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares objection or ("Dissenting Stockholder"z) who becomes entitled waive any failure to payment of timely deliver a written objection in accordance with the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6MBCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Class A Common Stock outstanding immediately prior to the Effective Time and held by a holder who has properly demanded and perfected such holder's right for appraisal rights in respect of such shares in accordance with applicable law shares, and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal demand, in each case in accordance with Section 262 of the DGCL ("the “Dissenting Shares"), if any, shall ”) will not be converted into Litronic Common Stock but shall instead be converted into or represent the right to receive the Merger Consideration, but their holder will instead be entitled to such consideration rights as may be determined to be due are afforded under the DGCL with respect to such Dissenting Shares. BIZ , unless such holder fails to perfect or withdraws or otherwise loses its right to appraisal. (b) If any holder of shares of Class A Common Stock who demands appraisal of such holder’s shares pursuant to the DGCL fails to perfect or withdraws or otherwise loses such holder’s right to appraisal, at the later of the Effective Time or upon the occurrence of such event, such holder’s Dissenting Shares will be converted into and will represent the right to receive the Merger Consideration, without interest, in accordance with Section 1.5(b). (c) The Company shall give Litronic Sprint: (i) prompt notice of any written demand for appraisal or payment of the fair value of any shares of Class A Common Stock, withdrawals or attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL received by BIZ the Company; and (ii) the opportunity to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demand. BIZ agrees thatdemands for appraisal under the DGCL. (d) The Company shall not, except with the prior written consent of LitronicSprint, or as required under applicable law, it will not voluntarily make any payment with respect toto any demands for appraisal of Class A Common Stock, offer to settle or settle or offer to settle, any such purchase demand. Each holder demands or approve any withdrawal of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to any such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock held by a Shares as to which the holder who thereof has properly demanded and perfected such holder's right for appraisal of such shares with respect to the Merger in accordance with applicable law Section 262 of the DGCL, otherwise has complied with all of the provisions of the DGCL concerning the right of holders of Shares to require appraisal of their Shares, and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost such his right to such appraisal (the "Dissenting Shares"), if any, ) shall not be converted into Litronic Common Stock or represent a right to receive cash pursuant to Section 2.01, but the holder thereof shall instead be entitled to only such rights as are granted by the DGCL. (a) Notwithstanding the provisions of Section 2.03(a), if any holder of Shares who demands appraisal of his Shares under the DGCL effectively withdraws or loses (through failure to perfect or otherwise) such holder's right to appraisal, then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder's Shares shall automatically be converted into and represent only the right to receive the Merger Consideration as provided in Section 2.01(c), without interest or dividends, upon surrender of the Certificate or Certificates representing such consideration as may be determined Shares pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.02. (b) The Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal or payment of the fair value of any Shares, withdrawals of such demands, and any other instruments served on the Company pursuant to the DGCL and received by BIZ the Company and (ii) the opportunity to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in and direct all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect toto any demands for appraisal, or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything any other provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock capital stock of Synchronicity that are outstanding immediately prior to the Effective Time and which are held by a holder Synchronicity stockholders who has shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded and perfected such holder's right properly in writing appraisal for appraisal of such shares in accordance with applicable law and who, as Section 262 of the Effective TimeDGCL and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, has not effectively withdrawn or lost such right to appraisal ("the “Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but pursuant to Section 2.2(c) or (e). Such Synchronicity stockholders shall instead be converted into the right entitled to receive payment of the appraised value of such consideration as may be determined shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by Synchronicity stockholders who shall have failed to be due with respect perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Shares. BIZ shares converted pursuant to Section 2.2(c) or (e). (b) Synchronicity shall give Litronic MatrixOne (i) prompt notice of any demand demands for appraisal received by BIZ to require BIZ to purchase shares Synchronicity, withdrawals of Common Stock of BIZsuch demands, and Litronic any other instruments served pursuant to the DGCL and BIZ shall mutually received by Synchronicity and (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees thatSynchronicity shall not, except with the prior written consent of LitronicMatrixOne, or as required under applicable law, it will not voluntarily make any payment with respect toto any demands for appraisal, or settle or offer to settle, or settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder (a "Dissenting Stockholder"), if any, who has demanded the right to demand, and perfected such holder's right for who properly demand, an appraisal of such shares in accordance with applicable law and who, as Section 262 of the Effective Time, has not effectively withdrawn DGCL or lost such right to appraisal any successor provision ("Dissenting Shares"), if any, ) shall not be converted into Litronic Common Stock but a right to receive the Per Share Merger Consideration unless such Dissenting Stockholder fails to perfect or otherwise loses or withdraws such Dissenting Stockholder's right to such appraisal, if any. Provided the holder of any Dissenting Shares complies with the provisions of the DGCL, such holder shall instead have with respect thereto solely the appraisal rights provided under Section 262 of the DGCL. If, after the Effective Time, such Dissenting Stockholder fails to perfect or otherwise loses or withdraws any such right to appraisal, each such share of such Dissenting Stockholder shall be treated as a share that had been converted as of the Effective Time into the right to receive such consideration as may be determined the Per Share Merger Consideration in accordance with this Section 1.8. The Company shall give prompt notice to be due with respect to such Purchaser of any demands received by the Company for appraisal of any Dissenting Shares. BIZ shall give Litronic prompt notice of any demand received by BIZ to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ Purchaser shall mutually direct and have the right to participate in and direct all negotiations and proceedings with respect to such demanddemands. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicPurchaser, or as required under applicable lawwhich consent shall not be unreasonably withheld, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything to the contrary hereincontained in this Agreement, any shares of BIZ Company Common Stock held by a holder who has demanded and perfected such holder's right made a proper demand for appraisal of such shares of Company Common Stock in accordance with applicable law and who, as Section 262 of the Effective Time, DGCL and who has not effectively withdrawn or lost otherwise complied with all applicable provisions of Section 262 of the DGCL (any such right shares being referred to appraisal ("as “Dissenting Shares"), if any, ” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL with respect to such shares) shall not be converted into Litronic Common Stock but shall instead be converted into or represent the right to receive such consideration as may Merger Consideration in accordance with Section 1.5, but shall be determined to be due with respect entitled only to such Dissenting Shares. BIZ shall give Litronic prompt notice of any demand received rights as are granted by BIZ the DGCL to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demand. BIZ agrees that, except with the prior written consent of Litronic, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each a holder of Dissenting Shares Shares. ("Dissenting Stockholder"b) who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, If any Dissenting Shares shall lose their status as Dissenting Sharessuch (through failure to perfect or otherwise), Litronic then such shares shall issue be deemed automatically to have been converted into, as of the Effective Time, and deliverto represent only, the right to receive Merger Consideration in accordance with Section 1.5, without interest thereon, upon surrender of the Company Stock Certificate representing such shares or, if such shares are Uncertificated Shares, upon compliance with the procedures established by the Paying Agent for the transfer of such stockholder Uncertificated Shares. (c) The Company shall give Parent: (i) prompt notice of a certificate any demand for appraisal received by the Company prior to the Effective Time pursuant to the DGCL, any withdrawal of any such demand and any other demand, notice or certificates representing shares of BIZ Stockinstrument delivered to the Company prior to the Effective Time pursuant to the DGCL; and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demand, notice or instrument. The Company shall not make any payment or settlement offer prior to the shares of Litronic Common Stock Effective Time with respect to which any such stockholder would otherwise be entitled under Section 2.6demand, notice or instrument unless Parent shall have given its prior written consent to such payment or settlement offer.

Dissenting Shares. Notwithstanding anything Section 1.2, Shares outstanding immediately prior to the contrary herein, any shares of BIZ Stock Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded and perfected appraisal for such holder's right for appraisal of such shares Shares in accordance with applicable law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, GCL shall not be converted into Litronic Common Stock but shall instead be converted into the a right to receive the Stock Price unless such consideration holder fails to perfect or withdraws or otherwise loses his right to appraisal. If after the Effective Time such holder fails to perfect or withdraws or loses his right to appraisal, such Shares shall be treated as may be determined if they had been converted as of the Effective Time into a right to be due with respect to such Dissenting Sharesreceive the Stock Price. BIZ The Company shall give Litronic Purchaser prompt notice of any demand demands received by BIZ to require BIZ to purchase shares the Company for appraisal of Common Stock of BIZShares, and Litronic and BIZ Purchaser shall mutually direct and have the right to participate in all negotiations and proceedings with respect to such demanddemands. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicPurchaser, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demanddemands. Each Purchaser shall be responsible for any and all payments required to be made with respect to Shares for which the holder thereof has perfected (and not withdrawn) his dissenter's rights, as well as the costs and expenses of Dissenting all proceedings relating to the adjudication and/or settlement thereof, subject to Purchaser's right to enforce the closing condition set forth in Section 8.2(e) hereof with respect to the maximum permissible number of Shares ("Dissenting Stockholder") who becomes entitled to payment which may be the subject of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6perfected appraisal rights.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded and perfected appraisal for such holder's right for appraisal of such shares Shares in accordance with applicable law with, and whowho complies with, as Sections 5/11.65 and 5/11.70 of the Effective TimeIBCA (such Shares, has not effectively withdrawn or lost such right to appraisal ("“Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration as provided in Section 2.1(a), and shall instead represent the right to receive payment of the consideration due to the holder of Dissenting Shares, to the extent available, in accordance with Section 5/11.70 of the IBCA. Upon consummation of the Merger, the Dissenting Shares shall cease to be issued and outstanding and the holders thereof shall be entitled to receive such consideration as may will be determined under Section 5/11.70 of the IBCA. If any such holder fails to be due with respect perfect or otherwise waives, withdraws or loses his right to appraisal under Section 5/11.65 of the IBCA or other applicable Law, then such Dissenting SharesShares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 2.1(a) and any unpaid dividends or other distributions payable or deliverable in respect thereof pursuant to Section 2.2(c), in each case without interest. BIZ The Company shall give Litronic serve prompt notice to Parent of any demand demands received by BIZ to require BIZ to purchase shares the Company for appraisal of Common Stock of BIZany Shares, and Litronic and BIZ Parent shall mutually direct and have the right to participate in and direct all negotiations and proceedings with respect to such demanddemands. BIZ agrees thatPrior to the Effective Time, the Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle, offer to settle or offer to settlecompromise, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled demands, or agree to payment do any of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and perfected who complies in all respects with, Section 262 of the DGCL (such holder's Shares, the “Dissenting Shares”) shall not be converted into the right for to receive the Merger Consideration, and shall instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such shares holder to receive such payment in accordance with applicable law respect of such Dissenting Shares shall cease and whosuch Dissenting Shares shall be deemed to have been converted, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, into and shall not be converted into Litronic Common Stock but shall instead be converted into exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such consideration as may be determined demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be due paid the fair value of Dissenting Shares, and Parent shall have the right to participate in and direct all negotiations and Actions with respect to such Dissenting Sharesdemands. BIZ The Company shall give Litronic prompt notice of any demand received by BIZ to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demand. BIZ agrees thatnot, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such purchase demand. Each holder demands, approve any withdrawal of Dissenting Shares ("Dissenting Stockholder") who becomes entitled any such demands or agree to payment do any of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6foregoing.

Dissenting Shares. (i) Notwithstanding anything in this Agreement to the contrary hereinbut only to the extent required by the DGCL, any shares of BIZ Stock EKCO Shares outstanding immediately prior to the Effective Time held by a holder (if any) who has demanded not voted in favor of the Merger and perfected is otherwise entitled to demand, and who properly demands, appraisal for such holder's right for appraisal of such shares EKCO Shares in accordance with applicable law and who, as Section 262 of the Effective Time, has not effectively withdrawn or lost such right to appraisal DGCL ("Dissenting Shares"), if any, ) shall not be converted into Litronic Common Stock but shall instead be converted into the a right to receive the Merger Consideration unless such consideration as may holder fails to perfect or otherwise effectively withdraw or loses such holder's right to appraisal, if any. Such stockholders shall be determined to be due with respect to such Dissenting Shares. BIZ shall give Litronic prompt notice of any demand received by BIZ to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demand. BIZ agrees that, except with the prior written consent of Litronic, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to receive payment of the fair appraised value for shares of BIZ Stock shall receive payment therefor (but only after such EKCO Shares held by them in accordance with the value therefor has been agreed upon or finally determined pursuant to provisions of such provisions)Section 262. If, after the Effective Time, such holder fails to perfect or loses any Dissenting such right to appraisal, such EKCO Shares shall lose their status be treated as Dissenting Shares, Litronic if they had been converted as of the Effective Time into the right to receive the Merger Consideration without interest pursuant to Section 2.5(c). (ii) EKCO shall issue give ACQUIROR (A) prompt notice and deliver, upon surrender by such stockholder a copy of any written notice of a certificate or certificates representing shares stockholder's intent to demand payment, of BIZ Stock, any request to withdraw a demand for payment and of any other instrument delivered to it pursuant to Section 262 of the shares of Litronic Common Stock DGCL and (B) the opportunity to which such stockholder would otherwise be entitled direct all negotiations and proceedings with respect to demands for payment under Section 2.6262 of the DGCL. Except with the prior written consent of ACQUIROR, EKCO shall not make any payment with respect to any demand for payment and shall not settle or offer to settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything to the contrary herein, any shares of BIZ Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with applicable law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("a) Dissenting Shares"), if any, Shares shall not be converted into Litronic Common Stock but shall instead be converted into or represent the right to receive the amounts payable in respect of such consideration Company Shares pursuant to Article I unless the Company Stockholder holding such Dissenting Shares shall have forfeited his, her or its right to appraisal under Section 262 of the Delaware General Corporation Law or properly withdrawn his, her or its demand for appraisal. If such Company Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then, (i) as may be determined of the occurrence of such event, such holder’s Dissenting Shares shall cease to be due with Dissenting Shares and shall be converted into and represent the right to receive the amounts payable in respect of such Company Shares pursuant to Article I, and (ii) promptly following the occurrence of such event, the Buyer or the Surviving Corporation shall deliver to such Dissenting Shares. BIZ Company Stockholder a payment representing the amount that such holder is entitled to receive pursuant to Article I of this Agreement. (b) The Company shall give Litronic the Buyer (i) prompt notice of any demand written demands for appraisal of any Company Shares, withdrawals of such demands, and any other instruments that relate to such demands received by BIZ the Company and (ii) the right, at its expense, to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the Delaware General Corporation Law. BIZ agrees thatThe Company shall not, except with the prior written consent of Litronicthe Buyer, or as required under applicable law, it will not make voluntarily make any payment with respect to, or settle to or offer to settle, settle any demands for appraisal of Company Shares for an amount that exceeds the amounts that would have been otherwise payable for such purchase demand. Each holder of Dissenting Company Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6this Agreement.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, Merger or consented thereto in writing and who has not effectively withdrawn or lost such right to appraisal complied with Section 262 of the Delaware Law ("Dissenting SharesDISSENTING SHARES"), if any, ) shall not be converted into Litronic Common Stock but a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall instead be entitled to receive payment of the appraised value of such Shares held by him or her in accordance with Section 262 of the Delaware Law, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his or her right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such consideration as may be determined Shares pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.2. (b) Launch shall give Litronic Yahoo! (i) prompt notice of any demand written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by BIZ Launch relating to require BIZ rights of appraisal; and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in the conduct of all negotiations and proceedings with respect to such demanddemands for appraisal under the Delaware Law. BIZ agrees that, except Except with the prior written consent of LitronicYahoo!, or as required under applicable law, it will Launch shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demands for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal.

Dissenting Shares. (i) Notwithstanding anything in this Agreement to the contrary hereinand unless otherwise provided by applicable law, any shares of BIZ Target Common Stock held that are issued and outstanding immediately prior to the Effective Time and that are owned by a holder stockholders who has demanded and have properly perfected such holder's right for their rights of appraisal of such shares in accordance with applicable law and who, as the provisions of Sections 86 through 98 of the Effective Time, has not effectively withdrawn or lost such right to appraisal MBCL (the "Dissenting Shares"), if any, ) shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, unless and until such consideration as may stockholders shall have failed to perfect or shall have effectively withdrawn or lost their right of payment under applicable law, but, instead, the holders thereof shall be determined entitled to be due with respect to payment of the appraised value of such Dissenting SharesShares in accordance with the provisions of the MBCL. BIZ If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, each share of Target Common Stock held by such stockholder shall thereupon be deemed to have been converted into the right to receive and become exchangeable for, at the Effective Time, the Merger Consideration in the manner provided in Section 2.01(c). (ii) Target shall give Litronic Parent (A) prompt notice of any demand objections filed pursuant to the MBCL received by BIZ Target, withdrawals of such objections and any other instruments served in connection with such objections pursuant to require BIZ the MBCL and received by Target and (B) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demandobjections under the MBCL consistent with the obligations of Target thereunder. BIZ agrees thatTarget shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily (x) make any payment with respect toto any such objection, (y) offer to settle or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares objection or ("Dissenting Stockholder"z) who becomes entitled waive any failure to payment of timely deliver a written objection in accordance with the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6MBCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, adoption of this Agreement or consented thereto in writing and who has not effectively withdrawn or lost such right to appraisal complied with Section 262 of the DGCL ("“Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, unless such consideration as may holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be determined entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be due with respect converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Dissenting Shares. BIZ Shares pursuant to Section 2.2. (b) The Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by BIZ the Company relating to require BIZ rights of appraisal and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demands for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right his demand for appraisal of such shares his Shares in accordance with applicable law the DGCL and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost such his right to such appraisal ("Dissenting Shares"), if any, ) shall not be converted into Litronic Common Stock or represent a right to receive the Per Share Amount pursuant to Section 1.06 hereof, but the holder thereof shall instead be entitled only to such rights as are granted by the DGCL. (b) Notwithstanding the provisions of Section 1.07(a) hereof, if any holder of Shares who demands appraisal of his Shares under the DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) his right to appraisal, then as of the Effective Time or the occurrence of such event, whichever occurs later, such holder's Shares shall automatically be treated as if converted into at the Effective Time into, and thereafter represent only, the right to receive the Per Share Amount as provided in Section 1.06(a) hereof, without interest thereon, upon surrender of the certificate or certificates representing such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ . (c) The Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal or payment of the fair value of any Shares, withdrawals of such demands and any other instruments served pursuant to the DGCL received by BIZ the Company after the date hereof and (ii) the opportunity to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees thatThe Company shall not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded and perfected properly in writing appraisal for such holder's Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent the right for to receive, the Merger Consideration as provided in Section 2.06(a). Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares in accordance with applicable law Shares under such Section 262 shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.09, of the certificate or certificates that formerly evidenced such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ Shares (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit and bond, if required, in the manner provided in Section 2.09(d)). (b) The Company shall give Litronic Parent (i) prompt notice of any demand demands for appraisal received by BIZ to require BIZ to purchase shares the Company, withdrawals of Common Stock of BIZsuch demands, and Litronic any other instruments served pursuant to the DGCL and BIZ shall mutually received by the Company and (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with applicable law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, Shares shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration and holders of such consideration Dissenting Shares shall be entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, unless and until such Person fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such Person’s rights to receive payment under Section 262 of the DGCL. If any such Person fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such right, such Dissenting Shares shall thereupon be treated as may be determined if they had been converted at the Effective Time into the right to be due receive the Merger Consideration, without any interest thereon. The Company shall (i) give Parent notice of any written demands for appraisal of Shares, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company with respect to such the Dissenting Shares. BIZ shall Shares promptly after receipt by the Company and (ii) give Litronic prompt notice of any demand received by BIZ Parent the opportunity, at Parent’s sole expense, to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in and direct all negotiations and proceedings with respect to such demanddemands for appraisal pursuant to the DGCL in respect of such Dissenting Shares. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any such demands for appraisal or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled demands, or agree to payment do any of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6foregoing.

Dissenting Shares. For purposes of this Agreement, “Dissenting Shares” mean any shares of Company Capital Stock outstanding immediately prior to the Effective Time and held by a person who has not voted such shares in favor of the adoption of this Agreement and the Merger, has properly demanded appraisal for such shares in accordance with Delaware Law and has not effectively withdrawn or forfeited such demand for appraisal. Notwithstanding anything to the contrary contained herein, any shares of BIZ Stock held by Dissenting Shares will not be converted into a right to receive the Merger Consideration unless such holder who has demanded and perfected fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder's right for holder does not have appraisal of such shares rights in accordance with applicable law and whoDelaware Law. If after the Effective Time, such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares will be treated as if they had been converted as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted Time into the right to receive such the merger consideration as may be determined to be due with respect to such Dissenting Sharesset forth in Section 1.6(a) hereof (if any). BIZ shall Company will give Litronic Parent prompt notice of any demand demands received by BIZ to require BIZ to purchase Company for appraisal of shares of Common Stock Company Capital Stock, withdrawals of BIZsuch demands, and Litronic and BIZ any other instruments that relate to such demands received by Company. The Company shall mutually direct and participate in control all negotiations and proceedings with respect to such demand. BIZ agrees thatdemands, provided that (i) the Company shall keep Parent reasonably apprised of all material events, circumstance or changes with respect to any such demand following the making thereof and (ii) the Company will not, except with the prior written consent of LitronicParent (such consent not to be unreasonably withheld, conditioned or as required under applicable lawdelayed), it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled demands, unless and to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant extent required to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled do so under Section 2.6applicable Legal Requirements.

Dissenting Shares. Notwithstanding anything to the contrary herein(a) For purposes of this Agreement, any shares of BIZ Stock "Dissenting Shares" means Company Shares held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with applicable law and who, as of the Effective Time, Time by a Company Stockholder who has not voted such Company Shares in favor of the adoption of this Agreement and the Merger and with respect to which appraisal shall have been duly demanded and perfected in accordance with Section 262 of the Delaware General Corporation Law and not effectively withdrawn or lost such right forfeited prior to appraisal ("the Effective Time. Dissenting Shares"), if any, Shares shall not be converted into Litronic Common Stock but shall instead be converted into or represent the right to receive Merger Shares, unless such consideration as may be determined Company Stockholder shall have forfeited his, her or its right to be due with respect appraisal under the Delaware General Corporation Law or properly withdrawn, his, her or its demand for appraisal. If such Company Stockholder has so forfeited or withdrawn his, her or its right to such appraisal of Dissenting Shares. BIZ shall give Litronic prompt notice of any demand received by BIZ to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demand. BIZ agrees that, except with the prior written consent of Litronic, or then (i) as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares occurrence of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to such provisions). Ifevent, after the Effective Time, any such holder's Dissenting Shares shall lose their status as cease to be Dissenting SharesShares and shall be converted into and represent the right to receive the Merger Shares issuable in respect of such Company Shares pursuant to Section 1.5, Litronic and (ii) promptly following the occurrence of such event, the Buyer shall issue and deliver, upon surrender by such stockholder of deliver to the Exchange Agent a certificate or certificates representing shares 90% of BIZ Stock, the shares of Litronic Common Stock Merger Shares to which such stockholder would otherwise holder is entitled pursuant to Section 1.5 (which shares shall be considered Initial Shares for all purposes of this Agreement) and shall deliver to the Escrow Agent a certificate representing the remaining 10% of the Merger Shares to which such holder is entitled under pursuant to Section 2.61.5 (which shares shall be considered Escrow Shares for all purposes of this Agreement).

Dissenting Shares. (i) Notwithstanding anything contained in this Agreement to the contrary hereincontrary, any shares of BIZ Stock held by a holder who has demanded no Shares issued and perfected such holder's right for appraisal of such shares in accordance with applicable law and who, as of outstanding immediately prior to the Effective Time, the holder of which (A) has not voted in favor of the Merger or consented thereto in writing, (B) has demanded its rights to appraisal in accordance with Section 262 of the DGCL, and (C) has not effectively withdrawn or lost such right its rights to appraisal ("the “Dissenting Shares"”), if any, shall not be converted into Litronic Common Stock but or represent a right to receive the Merger Consideration pursuant to Section 2.1(a). By virtue of the Merger, all Dissenting Shares shall instead be converted into cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the DGCL. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a member or equity owner of the Surviving Corporation or of a stockholder of Parent. (ii) Notwithstanding the provisions of this Section 2.1(e), if any holder of Shares who demands dissenters’ rights shall effectively withdraw or lose (through failure to perfect or otherwise) the right to dissent or its rights of appraisal, then, as of the later of the Effective Time and the occurrence of such consideration as may event, such holder’s Shares shall no longer be determined Dissenting Shares and shall automatically be converted into and represent only the right to be due with respect to such Dissenting Shares. BIZ receive Merger Consideration, without any interest thereon. (iii) The Company shall give Litronic Parent (A) prompt notice of any demand written demands for dissenters’ rights of any Shares, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by BIZ the Company which relate to require BIZ any such demand for dissenters’ rights and (B) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands for dissenters’ rights under the DGCL. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for dissenters’ rights or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock including Section 2.8, Shares issued and outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 2.8(a)) and held by a holder who has demanded not voted in favor of adoption of this Agreement or consented thereto in writing and perfected such holder's right for who has properly exercised appraisal of such shares rights in accordance with applicable law and who, Act (such Shares being referred to collectively as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("“Dissenting Shares")” until such time as such holder fails to perfect, if any, withdraws or otherwise loses such holder’s appraisal rights under the Act with respect to such Shares) shall not be converted into Litronic Common Stock a right to receive a portion of the Merger Consideration, but instead shall instead be entitled to only such rights as are granted by the Act; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to dissent pursuant to the Act or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Act, such Shares 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 consideration as may be determined holder is entitled pursuant to be due with respect to such Dissenting SharesSection 2.8(b), without interest thereon. BIZ The Target Company shall give Litronic provide Holdings prompt written notice of any demand demands received by BIZ the Target Company for appraisal of Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to require BIZ the Target Company prior to purchase shares of Common Stock of BIZthe Effective Time pursuant to the Act that relates to such demand, and Litronic Holdings shall have the opportunity and BIZ shall mutually right to direct and participate in all negotiations and proceedings with respect to such demanddemands. BIZ agrees that, except The Target Company shall give notice to Target Company Stockholders of their right to dissent and such notice shall comply with the Act. Except with the prior written consent of LitronicHoldings, or as required under applicable law, it will the Target Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who was entitled to and has validly demanded and perfected such holder's right for appraisal of such shares rights in accordance with applicable law and who, as Section 262 of the Effective Time, has DGCL ("Dissenting Shares") shall not be converted into the right to receive the Merger Consideration unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to holder's appraisal ("Dissenting Shares")rights under the DGCL, if any, but instead shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive such consideration as may be determined to be due to such holder from the Surviving Corporation with respect to such Dissenting SharesShares in accordance with the DGCL. BIZ If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such appraisal rights pursuant to the DGCL, each Dissenting Share of such holder shall be treated as a share of Company Common Stock that had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.1(c). The Company shall give Litronic prompt notice to Parent of any demand demands, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL received by BIZ to require BIZ to purchase the Company for appraisal of shares of Company Common Stock of BIZStock, and Litronic and BIZ Parent shall mutually direct and have the right to participate in all negotiations and proceedings with respect to such demanddemands. BIZ agrees thatOther than pursuant to an Order (as hereinafter defined), the Company shall not, except with the prior written consent of LitronicParent (which consent shall not be unreasonably withheld, conditioned or as required under applicable lawdelayed), it will not voluntarily make any payment with respect to, or settle, offer to settle or offer to settleapprove any withdrawal of, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (i) Notwithstanding anything contained in this Agreement to the contrary hereincontrary, any shares no Shares issued and outstanding immediately prior to the Effective Time, the holder of BIZ Stock held by a holder who which (A) has demanded and perfected such not voted in favor of the Merger or consented thereto in writing, (B) has delivered written notice of the holder's right for appraisal of such shares ’s intent to dissent in accordance with applicable law Section 60.564 of the OBCA, and who(C) has demanded payment in accordance with Section 60.571 of the OBCA (the “Dissenting Shares”), shall be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.1(a). By virtue of the Merger, all Dissenting Shares shall be cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the OBCA. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a member or equity owner of the Surviving Corporation or of a stockholder of Parent. (ii) Notwithstanding the provisions of this Section 2.1(e), if any holder of Shares who demands dissenters’ rights shall effectively withdraw or lose (through failure to perfect or otherwise) the right to dissent or its rights of appraisal, then, as of the later of the Effective TimeTime and the occurrence of such event, has not effectively withdrawn or lost such right to appraisal ("holder’s Shares shall no longer be Dissenting Shares"), if any, Shares and shall not automatically be converted into Litronic Common Stock but shall instead be converted into and represent only the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ Merger Consideration, without any interest thereon. (iii) The Company shall give Litronic Parent (A) prompt notice of any demand written demands for dissenters’ rights of any Shares, withdrawals of such demands, and any other instruments served pursuant to the OBCA and received by BIZ the Company which relate to require BIZ any such demand for dissenters’ rights and (B) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands for dissenters’ rights under the OBCA. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for dissenters’ rights or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded and perfected properly in writing appraisal for such holder's Shares in accordance with Section 262 of Delaware Law (collectively, the "DISSENTING SHARES") shall not be converted into, or represent the right for to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares in accordance with applicable law Shares under such Section 262 shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ . (b) The Company shall give Litronic Parent (i) prompt notice of any demand demands for appraisal received by BIZ to require BIZ to purchase shares the Company, withdrawals of Common Stock of BIZsuch demands, and Litronic any other instruments served pursuant to Delaware Law and BIZ shall mutually received by the Company and (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under Delaware Law. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereinand to the extent available under the DGCL, any shares of BIZ Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder any stockholder who has demanded is entitled to demand and perfected properly demands (and does not timely withdraw such holder's right for demand) appraisal of such shares Shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL shall not be converted into, or represent the right to receive, the Merger Consideration. Any such stockholder shall instead be entitled to receive payment of the fair value of such stockholder’s Dissenting Shares in accordance with applicable law the provisions of Section 262 of the DGCL; provided, however, that all Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have withdrawn, in accordance with Section 262 of the DGCL, or lost such stockholder’s rights to appraisal of such Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such consideration Shares in the manner provided in Section 2.02(b) and (c), as may be determined to be due with respect to such Dissenting Sharesapplicable. BIZ The Company shall give Litronic Parent (i) prompt notice of any demand demands received by BIZ the Company for appraisal of any Shares, withdrawals of such demands and any other instruments served pursuant to require BIZ the DGCL and received by the Company and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in and direct all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, make any payment or as required under applicable law, it will not voluntarily agree to make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Xxxxx Shares outstanding immediately prior to the Effective Time held by a holder (if any) who has demanded is entitled to demand, and perfected who properly demands, appraisal for such holder's right for appraisal of such shares Xxxxx Shares in accordance with applicable law and who, as Section 262 of the Effective Time, has not effectively withdrawn or lost such right to appraisal DGCL ("“Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but a right to receive the Merger Consideration unless such holder fails to perfect or shall instead have effectively withdrawn or otherwise lost such holder’s right to appraisal, if any. Such stockholders shall be entitled to receive payment of the appraised value of such Xxxxx Shares held by them in accordance with the provisions of such Section 262. If, after the Effective Time, such holder fails to perfect, effectively withdraws or otherwise loses any such right to appraisal, such Xxxxx Shares shall be treated as if they had been converted as of the Effective Time into the right to receive such consideration as may be determined the Merger Consideration pursuant to be due with respect to such Dissenting SharesSection 2.5(c) without any interest thereon. BIZ Xxxxx shall give Litronic Acquiror prompt notice of any demand demands received by BIZ to require BIZ to purchase shares Xxxxx for appraisal of Common Stock of BIZXxxxx Shares, and Litronic and BIZ Acquiror shall mutually direct and have the right to participate in all negotiations and proceedings with respect to such demanddemands. BIZ agrees thatXxxxx shall not, except with the prior written consent of Litronic, Acquiror or as otherwise required under applicable lawby Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled demands, nor shall Xxxxx agree to or commit to making any such payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant settlement or admit to any liability with respect to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6matters.

Dissenting Shares. Notwithstanding anything to the contrary herein, any shares (i) Shares of BIZ Company Common Stock held by a holder stockholders entitled to appraisal rights under Section 262 of the DGCL, who has demanded have properly exercised and perfected such holder's right for appraisal of such shares rights with respect thereto in accordance with applicable law and whoSection 262 (collectively, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("“Dissenting Shares"), if any”) and who have not withdrawn their demand for appraisal in accordance with Section 262, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive shares of Parent Common Stock. From and after the Effective Time, a stockholder who has properly exercised such consideration as appraisal rights shall no longer retain any rights of a stockholder of the Company or the Surviving Corporation, except those provided under the DGCL. (ii) Holders of no more than five percent (5%) of Company Common Stock shall exercise appraisal rights in accordance with Section 262 of the DGCL. The shareholders parties to the Company Stockholder Agreements shall have affirmatively waived such appraisal rights in their respective Company Stockholder Agreements. This Agreement may be determined to be due terminated in accordance with respect to Section 8.1(e)(i), at the election of the Parent, if the Dissenting Shares are greater than such Dissenting Shares. BIZ percentage. (iii) The Company shall give Litronic the Parent (A) prompt notice of any demand written demands under Section 262 of the DGCL with respect to any shares of capital stock of the Company, any withdrawal of any such demands, and any other instruments served pursuant to the DGCL and received by BIZ the Company and (ii) the right to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demandany demands under Section 262 with respect to any shares of capital stock of the Company. BIZ agrees thatThe Company shall cooperate with the Parent concerning, and shall not, except with the prior written consent of Litronicthe Parent, or as required under applicable law, it will not voluntarily make any payment with respect to, or offer to settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any the shares of BIZ any holder of Company Common Stock held by a holder who has demanded and perfected such holder's right appraisal rights for appraisal of such shares in accordance with applicable law the MBCL and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal rights (the "Dissenting Shares"), if any, shall not be converted into Litronic or represent a right to receive Parent Common Stock pursuant to Section 1.5, but the holder thereof shall instead only be entitled to such rights as are granted by the MBCL. (b) Notwithstanding the foregoing, if any holder of shares of Company Common Stock who demands appraisal of such shares under the MBCL shall effectively withdraw the request for appraisal or lose the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Parent Common Stock and cash in lieu of fractional shares, without interest thereon, upon surrender of the Company Stock Certificates representing such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ shares. (c) The Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the MBCL and received by BIZ Company, which relate to require BIZ any such demand for appraisal and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings which take place prior to the Effective Time with respect to such demanddemands for appraisal under the MBCL. BIZ agrees thatCompany shall not, except with the prior written consent of Litronic, Parent or as may be required under by applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for appraisal of Company Common Stock or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, Merger or consented thereto in writing and who has not effectively withdrawn complied with all of the relevant provisions of Section 262 of the DGCL or lost such right to appraisal any successor provision ("Dissenting Shares"), if any, ) shall not be converted into Litronic a right to receive the Merger Consideration, unless such holder fails to perfect, withdraws or otherwise loses his or her right to appraisal in accordance with Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Common Stock but held by him, her or it in accordance with the provisions of Section 262 of the DGCL (the "Dissenting Shares Amount"), unless, after the Effective Time, such holder fails to perfect or withdraws or loses his or her right to appraisal in accordance with Section 262 of the DGCL, in which case such Common Stock shall instead be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such consideration as may be determined Common Stock pursuant to be due with respect to such Dissenting Shares. BIZ Section 3.2. (b) (i) The Company shall give Litronic Parent prompt notice of any demand written demands for appraisal of any Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by BIZ the Company relating to require BIZ rights of appraisal and (ii) Parent shall have the right to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in and direct all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled demands for appraisal or agree to payment do any of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6foregoing.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares held by a holder who has demanded and perfected such holder's right his demand for appraisal of such shares his Shares in accordance with applicable law Section 17-6712 of the KGCC, and who, as of the Effective Time, Time has not neither effectively withdrawn or nor lost such his right to appraisal ("Dissenting Shares"), if anysuch appraisal, shall not be converted into Litronic Common Stock or represent a right to receive the Merger Consideration pursuant to Section 2.1 hereof, but the holder thereof shall instead be entitled to only such rights as are granted by the KGCC. (b) Notwithstanding the provisions of Section 2.2(a) above, if any holder of Shares who demands appraisal of such holder's Shares under the KGCC effectively withdraws or loses (through failure to perfect or otherwise) such holder's right to appraisal, then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder's Shares shall automatically be converted into and represent only the right to receive the Merger Consideration and the right, if any, to receive cash in lieu of fractional shares pursuant to Section 2.3(e) hereof, without interest, upon surrender of the certificate or certificates representing such consideration as may be determined Shares pursuant to be due with respect to Section 2.3 hereof and such Dissenting Shares shall not constitute Excluded Shares. BIZ . (c) The Company shall give Litronic Parent (i) prompt notice of any demand received by BIZ to require BIZ to purchase shares written demands for appraisal or payment of Common Stock the fair value of BIZany Shares, withdrawals of such demands, and Litronic any other instruments served pursuant to the KGCC and BIZ shall mutually (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the KGCC. BIZ agrees thatThe Company shall not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, shares of Target Capital Stock (other than any shares of BIZ Stock to be cancelled pursuant to Section 3.2) outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded and perfected such holder's right appraisal rights for appraisal of such shares in accordance with applicable law and whoSection 262 of the DGCL, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal applicable ("“Dissenting Shares"”), if any, shall not be converted into Litronic Common Stock but or be exchangeable for the right to receive a portion of the Purchaser Merger Securities unless and until such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or withdraws or loses such holder’s right to appraisal rights, such Dissenting Shares shall instead thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Purchaser Merger Securities, if any, to which such consideration as may be determined to be due with respect to such Dissenting Sharesholder is entitled, without interest. BIZ The Target shall give Litronic Purchaser: (a) prompt notice of any demand demands received by BIZ to require BIZ to purchase the Target for appraisal of shares of Common Stock Target Capital Stock, attempted written withdrawals of BIZsuch demands, and Litronic any other instruments served pursuant to the DGCL, as applicable, and BIZ shall mutually direct received by the Target relating to Target Stockholders’ rights to appraisal with respect to the Merger; and (b) the opportunity to participate in all negotiations and proceedings with respect to any exercise of such demandappraisal rights under the DGCL, as applicable. BIZ agrees thatThe Target shall not, except with the prior written consent of LitronicPurchaser, not to be unreasonably withheld, conditioned or as required under applicable lawdelayed, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to demands for payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after capital stock of the value therefor has been agreed upon Target, offer to settle or finally determined pursuant to settle any such provisions). If, after the Effective Time, demands or approve any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by withdrawal of any such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything to the contrary hereinset forth in this Agreement, any shares of BIZ Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for properly exercised appraisal rights in respect of such shares in accordance with Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under applicable law and who, as of the Effective Time, has not effectively withdrawn or lost with respect to such right to appraisal ("Dissenting Shares"), if any, shares) shall not be converted into Litronic Common Stock but shall instead be converted into the a right to receive the Merger Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with respect Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such Dissenting Shares. BIZ 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 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 in accordance with Section 1.5, without interest thereon, upon surrender of such shares of Company Common Stock. (b) The Company shall give Litronic prompt notice to Parent of any demand demands received by BIZ the Company for appraisal, of any withdrawals of such demands and of any other instruments served pursuant to require BIZ the DGCL and received by the Company relating to purchase shares Section 262 of Common Stock of BIZthe DGCL, and Litronic and BIZ Parent shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands. BIZ agrees thatPrior to the Effective Time, except with the Company shall not, without the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled , or agree to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to do any such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded not voted in favor of the Merger or consented thereto in writing and perfected who demands in writing appraisal for such holder's right for appraisal of such shares Shares in accordance with applicable law and who, as Section 262 of the Effective TimeGCL, has not effectively withdrawn or lost if such right to Section 262 provides for appraisal rights for such Shares in the Merger ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive such the Merger Price as provided in Section 2.07 but shall be entitled to receive the consideration as may shall be determined pursuant to be due with respect Section 262 of GCL, unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the GCL. If, after the Effective Time, any such holder fails to perfect or withdraws or loses his right to appraisal, such Dissenting SharesShares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Price, if any, to which such holder is entitled, without interest or dividends thereon. BIZ The Company shall give Litronic Parent prompt notice of any demand demands received by BIZ the Company for appraisal of Shares, withdrawals of such demands and any other instruments served pursuant to require BIZ the GCL and received by the Company and, prior to purchase shares of Common Stock of BIZthe Effective Time, and Litronic and BIZ Parent shall mutually have the right to direct and participate in all negotiations and proceedings with respect to such demanddemands. BIZ agrees thatPrior to the Effective Time, the Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, Merger or consented thereto in writing and who has not effectively withdrawn or lost such right to appraisal complied with Section 262 of the Delaware Law ("Dissenting Shares"), if any, ) shall not be converted into Litronic Common Stock but a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall instead be entitled to receive payment of the appraised value of such Shares held by him or her in accordance with Section 262 of the Delaware Law, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his or her right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such consideration as may be determined Shares pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.2. (b) Launch shall give Litronic Yahoo! (i) prompt notice of any demand written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by BIZ Launch relating to require BIZ rights of appraisal; and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in the conduct of all negotiations and proceedings with respect to such demanddemands for appraisal under the Delaware Law. BIZ agrees that, except Except with the prior written consent of LitronicYahoo!, or as required under applicable law, it will Launch shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demands for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any the shares of BIZ any holder of SPC Capital Stock held by a holder who has demanded and perfected such holder's right appraisal rights for appraisal of such shares in accordance with applicable law Delaware Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal rights ("Dissenting Shares"), if any, ) shall not be converted into Litronic or represent a right to receive Allegro Common Stock pursuant to Section 1.6, but the holder thereof shall instead only be entitled to such rights as are granted by Delaware Law. (b) Notwithstanding the foregoing, if any holder of shares of SPC Capital Stock who demands appraisal of such shares under Delaware Law shall effectively withdraw the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Allegro Common Stock, without interest thereon, upon surrender of the certificate representing such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ shares. (c) SPC shall give Litronic Allegro (i) prompt notice of any demand written demands for appraisal of any shares of SPC Capital Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by BIZ SPC which relate to require BIZ any such demand for appraisal and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings which take place prior to the Effective Time with respect to such demanddemands for appraisal under Delaware Law. BIZ agrees thatSPC shall not, except with the prior written consent of Litronic, Allegro or as may be required under by applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for appraisal of SPC Capital Stock or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereinand to the extent available under the DGCL, any shares of BIZ Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder any stockholder who has demanded is entitled to demand and perfected properly demands the appraisal for such holderShares (the "DISSENTING SHARES") pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL ("SECTION 262") shall not be converted into, or represent the right to receive, the Merger Consideration. Any such stockholder shall instead be entitled to receive payment of the fair value of such stockholder's right for Dissenting Shares in accordance with the provisions of Section 262; PROVIDED, HOWEVER, that all Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have withdrawn or lost such stockholder's rights to appraisal of such shares in accordance with applicable law Shares under Section 262 shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, without any interest thereon, upon surrender in the manner provided in Section 2.02 of the Certificate or Certificates that formerly evidenced such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ . (b) The Company shall give Litronic Parent (i) prompt notice of any demand demands received by BIZ the Company for appraisal of any Shares, withdrawals of such demands and any other instruments served pursuant to require BIZ the DGCL and received by the Company and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in and direct all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, make any payment or as required under applicable law, it will not voluntarily agree to make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything to the contrary herein(a) For purposes of this Agreement, any shares of BIZ Stock "Dissenting Shares" means Company Shares held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with applicable law and who, as of the Effective Time, Time by a Company Stockholder who has not voted such Company Shares in favor of the adoption of this Agreement and the Merger and with respect to which appraisal shall have been duly demanded and perfected in accordance with Section 262 of the Delaware General Corporation Law and not effectively withdrawn or lost such right forfeited prior to appraisal ("the Effective Time. Dissenting Shares"), if any, Shares shall not be converted into Litronic Common Stock but shall instead be converted into or represent the right to receive Merger Shares, unless such consideration as may be determined Company Stockholder shall have forfeited his, her or its right to be due with respect appraisal under the Delaware General Corporation Law or properly withdrawn, his, her or its demand for appraisal. If such Company Stockholder has so forfeited or withdrawn his, her or its right to such appraisal of Dissenting Shares. BIZ shall give Litronic prompt notice of any demand received by BIZ to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demand. BIZ agrees that, except with the prior written consent of Litronic, or then (i) as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares occurrence of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to such provisions). Ifevent, after the Effective Time, any such holder's Dissenting Shares shall lose their status as cease to be Dissenting SharesShares and shall be converted into and represent the right to receive the Merger Shares issuable in respect of such Company Shares pursuant to Section 1.5, Litronic and (ii) promptly following the occurrence of such event, the Buyer shall issue and deliver, upon surrender by deliver to such stockholder of Company Stockholder a certificate or certificates representing shares 90% of BIZ Stock, the shares of Litronic Common Stock Merger Shares to which such stockholder would otherwise holder is entitled pursuant to Section 1.5 (which shares shall be considered Initial Shares for all purposes of this Agreement) and shall deliver to the Escrow Agent a certificate representing the remaining 10% of the Merger Shares to which such holder is entitled under pursuant to Section 2.61.5 (which shares shall be considered Escrow Shares for all purposes of this Agreement).

Dissenting Shares. Notwithstanding anything If the Merger is effectuated pursuant to Section 253 of the DGCL, shares of Company Common Stock outstanding immediately prior to the contrary herein, any shares of BIZ Stock Effective Time and held by a holder who has demanded is entitled to demand and perfected such holder's right properly demands appraisal for appraisal of such shares of Company Common Stock in accordance with applicable law and who, as of DGCL (the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting SharesDISSENTING SHARES"), if any, ) shall not be converted into Litronic Common Stock but shall instead be converted into the a right to receive Parent Shares, unless such consideration holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. If after the Effective Time such holder fails to perfect or withdraws or loses his or her right to appraisal, such shares of Company Common Stock shall be treated as may be determined if they had been converted as of the Effective Time into a right to be due with respect to such Dissenting Sharesreceive the Merger Consideration without any interest thereon. BIZ The Company shall give Litronic Parent prompt notice of any demand demands received by BIZ to require BIZ to purchase the Company for appraisal of shares of Company Common Stock of BIZStock, and Litronic and BIZ Parent shall mutually direct and have the right to participate in all negotiations and proceedings with respect to such demanddemands. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demanddemands. Each Any amounts paid to a holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to such provisions). If, after a right of appraisal will be paid by the Effective Time, Company out of its own funds and will not be reimbursed by Parent or any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder affiliate of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6Parent.

Dissenting Shares. Notwithstanding anything Each outstanding Share the holder of which has perfected his appraisal rights pursuant to the contrary herein, any shares of BIZ Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with applicable law and who, as Section 262 of the Effective Time, DGCL and has not effectively withdrawn or lost such right to appraisal as of the Effective Time ("the “Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive such consideration as may the Per Share Merger Consideration and the holder thereof shall be determined to be due with respect entitled only to such Dissenting Sharesrights as are granted by Section 262 of the DGCL; provided that if any such holder thereafter shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted at the Effective Time into the right to receive the Per Share Merger Consideration as described in Section 2.1(a), without any interest thereon. BIZ The Company shall give Litronic Parent prompt notice upon receipt by the Company of any demand received by BIZ such demands for payment of the value of such Shares and of withdrawals of such notice and any other instruments provided pursuant to require BIZ to purchase shares of Common Stock of BIZapplicable Law, and Litronic and BIZ Parent shall mutually have the right to direct and participate in all negotiations and proceedings with respect to any such demanddemands. BIZ agrees thatThe Company shall not, except with the prior written consent of Litronicthe Parent (to the extent required by Section 5.10) (which consent shall not be unreasonably withheld), or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled as may be necessary to payment perfect appraisal rights under the DGCL. Any payments made in respect of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender be made by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6Surviving Corporation.

Dissenting Shares. Notwithstanding anything to the contrary hereinSection 2.1, any shares of BIZ Company Common Stock or, in the event appraisal rights are available under the DGCL, Series B Preferred Stock that are issued and outstanding immediately prior to the Effective Time and held by a any holder who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded and perfected such holder's right appraisal for appraisal of such shares pursuant to, and has complied in accordance with applicable law and whoall respects with, as the provisions of Section 262 of the Effective Time, has not effectively withdrawn or lost such right to appraisal DGCL ("the “Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, unless such consideration holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with the DGCL. If, after the Effective Time, such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares (and, in the case of Company Common Stock, associated Company Rights) shall be treated as may be determined if they had been converted as of the Effective Time into the right to be due with respect to such Dissenting Sharesreceive the Merger Consideration without interest thereon. BIZ The Company shall give Litronic Parent prompt notice of any demand demands received by BIZ to require BIZ to purchase shares the Company for appraisal of Common Stock of BIZshares, and Litronic and BIZ Parent shall mutually direct and have the right to participate in all negotiations and proceedings with respect to such demanddemands except as required by applicable Law. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled demands, unless and to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant extent required to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled do so under Section 2.6applicable Law.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary herein(except for the provisions of SECTION 3.1(b)), any shares of BIZ Stock Shares held by a holder who has demanded and perfected such holder's right his demand for appraisal of such shares his, her or its Shares in accordance with applicable law the NYBCL (including, but not limited to, SECTIONS 623 AND 910 thereof) and who, as of the Effective TimeTime has neither withdrawn nor lost his, has not effectively withdrawn her or lost such its right to such appraisal ("Dissenting SharesDISSENTING SHARES"), if any, ) shall not be converted into Litronic Common Stock or represent a right to receive the Merger Consideration pursuant to SECTION 2.8, but the holder thereof shall instead be entitled to only such rights as are granted by the NYBCL. (b) Notwithstanding the provisions of SECTION 3.1(a), if any holder of Shares who demands appraisal of his Shares under the NYBCL effectively withdraws or loses (through failure to perfect or otherwise) his, her or its right to appraisal, then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder's Shares shall automatically be converted into and represent only the right to receive the Merger Consideration as provided in SECTION 3.1(a), without interest thereon, upon surrender of the certificate or certificates representing such consideration as may be determined Shares pursuant to be due with respect to such Dissenting Shares. BIZ SECTION 3.2 hereof. (c) If applicable, the Company shall give Litronic Purchaser (i) prompt notice of any demand demands for appraisal or payment of the fair value of any Shares, withdrawals of such demands, and any other instruments served pursuant to the NYBCL received by BIZ the Company and (ii) the opportunity to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the NYBCL. BIZ agrees thatThe Company shall not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of LitronicPurchaser, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything in ----------------- this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, Merger or consented thereto in writing and who has not effectively withdrawn or lost such right to appraisal complied with Section 262 of the DGCL ("Dissenting Shares"), if any, ) shall not be converted into Litronic Common Stock but a right to receive the Merger ----------------- Consideration, unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall instead be entitled to receive payment of the appraised value of such Shares held by him or her in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his or her right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such consideration as may be determined Shares pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.2. (b) The Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by BIZ the Company relating to require BIZ rights of appraisal and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in the conduct of all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demands for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have not voted in favor of the Merger and who shall have demanded and perfected properly in writing appraisal for such holder's Shares in accordance with Section 262 of Delaware Law (collectively, the "DISSENTING SHARES") shall not be converted into, or represent the right for to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares in accordance with applicable law Shares under such Section 262 shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.10 hereof, of the certificate or certificates that formerly evidenced such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ . (b) The Company shall give Litronic Parent (i) prompt notice of any demand demands for appraisal received by BIZ to require BIZ to purchase shares the Company, withdrawals of Common Stock of BIZsuch demands, and Litronic any other instruments served pursuant to Delaware Law and BIZ shall mutually received by the Company, and (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under Delaware Law. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Company Common Stock that are outstanding immediately prior to the Effective Time (other than shares of Company Common Stock that are cancelled in accordance with Section 2.06(b)) and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such shares of Company Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders shall only be entitled to receive payment of the appraised value of such shares of Company Common Stock held by a holder them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who has demanded and perfected such holder's right for shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares in accordance with applicable law of Company Common Stock under such Section 262 shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.11, of the Certificate or Certificates that formerly evidenced such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ shares of Company Common Stock. (b) The Company shall give Litronic Parent (i) prompt written notice of any demand demands for appraisal received by BIZ to require BIZ to purchase shares the Company, withdrawals of Common Stock of BIZsuch demands, and Litronic any other instruments served pursuant to the DGCL and BIZ shall mutually received by the Company and (ii) the opportunity and right to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, make any payment or as required under applicable law, it will not voluntarily agree or commit to make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything Section 2.6 or any other provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand appraisal and who has demanded properly exercised and perfected such holder's right a demand for appraisal of such shares Shares in accordance with applicable law and whoSection 262 of the DGCL and, as of the Effective Time, has not neither effectively withdrawn or nor lost such holder’s right to appraisal and payment under the DGCL with respect to such Shares ("any such Shares, “Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock a right to receive the Merger Consideration but instead shall instead be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares; provided, however, that, if, after the Effective Time, such holder fails to perfect, withdraws, waives or otherwise loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Shares shall immediately cease to be Dissenting Shares and shall be treated as if they had been Shares converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.5(a), without interest thereon, upon surrender of such consideration as may be determined Certificate formerly representing such Shares. The Company shall provide Parent with prompt written notice and copies of any demands received by the Company for appraisal of any Shares, any withdrawal of any such demand and any other demand, notice and/or instrument delivered to be due with respect the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such Dissenting Shares. BIZ shall give Litronic prompt notice of any demand received by BIZ to require BIZ to purchase shares of Common Stock of BIZdemand, and Litronic Parent shall have the opportunity and BIZ shall mutually right to direct and participate in control all negotiations and proceedings with respect to any such demanddemands. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, or offer to settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder (a “Dissenting Stockholder”) who has not voted in favor of the Merger or consented thereto in writing and who has demanded and perfected appraisal for such holder's right for appraisal of such shares Company Common Stock in accordance with applicable law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal DGCL ("“Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock a right to receive the Merger Consideration in accordance with Section 2.1(c), but shall instead be converted into represent and become the right to receive such consideration as may be determined to be due with respect to such Dissenting SharesStockholder pursuant to the laws of the State of Delaware, unless and until such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. BIZ If, after the Effective Time, such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal, such former 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, the Merger Consideration, without any interest or dividends thereon, in accordance with Section 2.1(c). The Company shall give Litronic Parent prompt notice of any demand demands received by BIZ the Company for appraisal of Company Common Stock, withdrawals or such demands and any other instruments served pursuant to require BIZ to purchase shares of Common Stock of BIZthe DGCL and received by the Company, and Litronic and BIZ Parent shall mutually have the right to direct and participate in all negotiations and proceedings with respect to such demanddemands. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, such consent not to be unreasonably withheld or as required under applicable lawdelayed, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything to the contrary hereinin this Section 1.7, any shares of BIZ the Company Common Stock outstanding immediately prior to the Effective Time and held by a holder person who has not voted in favor of the Merger or consented thereto in writing and who has demanded and perfected such holder's right appraisal for appraisal of such shares in accordance with applicable law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal DGCL ("the “Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with the DGCL. If, after the Closing, such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares shall instead be treated as if they had been converted as of the Effective Time into the right to receive such consideration as may be determined to be due with respect to such Dissenting Sharesthe Merger Consideration. BIZ The Company shall give Litronic Parent and Merger Sub prompt notice of any demand demands received by BIZ to require BIZ to purchase shares the Company for appraisal of Common Stock of BIZshares, and Litronic Parent and BIZ Merger Sub shall mutually direct and have the right to participate in all negotiations and proceedings with respect to such demanddemands except as required by applicable federal, state, local or foreign statute, law, regulation, legal requirement or rule, ordinance or code of any Governmental Authority (as such term is defined in Section 2.4(d) of this Agreement), including any judicial or administrative interpretation thereof (“Law”). BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled demands, unless and to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant extent required to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled do so under Section 2.6Law.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares that are outstanding immediately prior to the Effective Time and which are held by a holder stockholders who has shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded and perfected properly in writing appraisal for such holder's Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into or represent the right for to receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares in accordance with applicable law Shares under such Section 262 shall thereupon be deemed to have been converted into and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.09, of the certificate or certificates that formerly evidenced such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ . (b) The Company shall give Litronic Parent (i) prompt notice of any demand demands for appraisal received by BIZ to require BIZ to purchase shares the Company, withdrawals of Common Stock of BIZsuch demands, and Litronic any other instruments served pursuant to Delaware Law and BIZ shall mutually received by the Company and (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under Delaware Law. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have demanded and perfected properly in writing appraisal for such holder's Shares in accordance with Section 262 of Delaware Law (collectively, the “Dissenting Shares”) shall not be converted into, or represent the right for to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares in accordance with applicable law Shares under such Section 262 shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ . (b) The Company shall give Litronic Parent (i) prompt notice of any demand demands for appraisal received by BIZ to require BIZ to purchase shares the Company, withdrawals of Common Stock of BIZsuch demands, and Litronic any other instruments served relating to such demands pursuant to Delaware Law and BIZ shall mutually received by the Company, and (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under Delaware Law. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such purchase demanddemands. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment Parent shall not, except with the prior written consent of the fair value Company, require the Company to make any payment with respect to any demands for shares of BIZ Stock shall receive payment therefor (but only after appraisal or offer to settle or settle any such demands prior to the value therefor has been agreed upon or finally determined pursuant to such provisions). If, after the Effective Acceptance Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6.

Dissenting Shares. (a) Notwithstanding anything to the contrary hereincontained in this Agreement, any shares of BIZ Company Common Stock or shares of Company Series A Preferred Stock held by a holder who has demanded and perfected such holder's right made a demand for appraisal of such shares in accordance with applicable law and who, as Section 262 of the Effective Time, has not effectively withdrawn or lost DGCL (any such right shares being referred to appraisal ("as “Dissenting Shares"), if any, ” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL with respect to such shares) shall not be converted into Litronic Common Stock but shall instead be converted into or represent the right to receive Merger Consideration in accordance with Section 1.5, and the holders of such consideration as may shares shall be determined to be due with respect entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares. BIZ . (b) If any Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receive Merger Consideration in accordance with Section 1.5, without interest thereon, upon surrender of the Company Stock Certificate representing such shares. (c) The Company shall give Litronic Parent: (i) prompt written notice of (A) any demand for appraisal received by BIZ the Company prior to require BIZ the Effective Time pursuant to purchase shares the DGCL, (B) any withdrawal of Common Stock of BIZany such demand and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL; and Litronic and BIZ shall mutually direct and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrument. BIZ agrees that, except with the prior written consent of Litronic, or as required under applicable law, it will The Company shall not voluntarily make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock , notice or instrument unless Parent shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant have given its written consent to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate payment or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6settlement offer.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Common Stock outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for to appraisal of such shares in accordance with applicable law and who, as Section 262 of the Effective Time, has not effectively withdrawn or lost such right to appraisal DGCL (the "Dissenting Shares"), if any, shall ) will not be converted into Litronic Common Stock but shall instead be converted into or represent the right to receive the Merger Consideration, but their holder will instead be entitled to such consideration rights as may be determined to be due are afforded under the DGCL with respect to such Dissenting Shares. BIZ , unless such holder fails to perfect or withdraws or otherwise loses its right to appraisal. (b) If any holder of shares of Common Stock who demands appraisal of such holder's shares pursuant to the DGCL fails to perfect or withdraws or otherwise loses such holder's right to appraisal, at the later of the Effective Time or upon the occurrence of such event, such holder's Dissenting Shares will be converted into and will represent the right to receive the Merger Consideration, without interest, in accordance with Section 2.5(b), and shall no longer be deemed "Dissenting Shares" hereunder. (c) The Company shall give Litronic Parent: (i) prompt notice of any written demand received by BIZ to require BIZ to purchase for appraisal or payment of the fair value of any shares of Common Stock Stock, withdrawals or attempted withdrawals of BIZsuch demands, and Litronic and BIZ shall mutually any other instruments served pursuant to the DGCL received by the Company; and (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to such demand. BIZ agrees thatdemands for appraisal under the DGCL. (d) The Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect toto any demands for appraisals of Common Stock, offer to settle or settle or offer to settle, any such purchase demand. Each holder demands or approve any withdrawal of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to any such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Company Capital Stock outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, Merger or consented thereto in writing and who has not effectively withdrawn or lost such right to appraisal complied with Section 262 of the DGCL ("the “Dissenting Shares"), if any, ”) shall not be converted into Litronic Common a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights shall not have any rights of a stockholder of the Company or the Surviving Corporation with respect to such shares of Company Capital Stock, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such shares of Company Capital Stock but held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such shares of Company Capital Stock shall instead be converted into and represent only the right to receive such consideration as may be determined the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates, pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.2. (b) The Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal, attempted withdrawals of such demands and any other instruments received by BIZ the Company relating to require BIZ rights of appraisal; and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in the conduct of all negotiations and proceedings with respect to such demanddemands for appraisal. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demands for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded and perfected appraisal for such holder's right for appraisal of such shares Company Common Stock in accordance with applicable law and who, as the requirements of Section 262 of the Effective Time, has not effectively withdrawn or lost such right to appraisal DGCL (the "Dissenting Shares"), if any, ) shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the relevant Merger Consideration and the holders thereof shall be entitled to only such consideration rights as may are granted by the DGCL, unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal, in which case such shares of Company Common Stock shall be determined treated as if they had been converted as of the Effective Time into the right to be due receive the relevant Merger Consideration, as set forth in Section 3.1, without any interest thereon. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of shares of Company Common Stock and withdrawals of such demands, any other instruments or documents served pursuant to the DGCL and received by the Company with respect to such Dissenting Shares. BIZ demands, and the Company shall give Litronic prompt notice of any demand received by BIZ Parent the opportunity to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, or offer to settle or offer to settle, any such purchase demanddemands. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment for such Dissenting Shares under the provisions of Section 262 of the fair value for DGCL will receive payment thereof from the Surviving Corporation and as of the Effective Time such shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Company Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to which such stockholder would otherwise be entitled under Section 2.6exist.

Dissenting Shares. Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock including Section 2.08, Shares issued and outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 2.08(a)) and held by a holder who has demanded not voted in favor of adoption of this Agreement or consented thereto in writing and perfected such holder's right for who has properly exercised appraisal rights of such shares Shares in accordance with applicable law and who, as Section 262 of the Effective Time, has not effectively withdrawn or lost DGCL (such right Shares being referred to appraisal ("collectively as the “Dissenting Shares"), if any, ” 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) shall not be converted into Litronic Common Stock a right to receive a portion of the Merger Consideration, but instead shall instead be entitled to only such rights 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 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 consideration as may be determined holder is entitled pursuant to be due with respect to such Dissenting SharesSection 2.08(b), without interest thereon. BIZ The Company shall give Litronic provide Parent prompt written notice of any demand demands received by BIZ the Company for appraisal of Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to require BIZ the Company prior to purchase shares of Common Stock of BIZthe Effective Time pursuant to the DGCL that relates to such demand, and Litronic Parent shall have the opportunity and BIZ shall mutually right to direct and participate in all negotiations and proceedings with respect to such demanddemands. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, Merger or consented thereto in writing and who has not effectively withdrawn or lost such right to appraisal complied with Section 262 of the DGCL ("“Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall instead be entitled to receive payment of the appraised value of such Shares held by him or her in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his or her right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such consideration as may be determined Shares pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.2. (b) The Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by BIZ the Company relating to require BIZ rights of appraisal and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demands for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares that are issued and outstanding immediately before the Effective Time and that are held by a holder stockholders who has demanded have not voted in favor of the adoption of this Agreement or consented thereto in writing and perfected such holder's right for who have properly exercised appraisal of such shares rights with respect thereto in accordance with applicable law and who, as Section 262 of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, DGCL shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration as provided in Section 2.1, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such Shares shall entitle the holder thereof to receive the consideration as may determined pursuant to Section 262 of the DGCL; provided, however, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such Shares shall thereupon be determined deemed to be due with respect have been converted, at the Effective Time, into the right to such Dissenting Sharesreceive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.2 hereof. BIZ The Company shall give Litronic Parent (i) prompt notice of any demand demands (or withdrawals of demands) for appraisal of any Shares received by BIZ the Company pursuant to require BIZ the applicable provisions of the DGCL and any other instruments served pursuant to purchase shares of Common Stock of BIZ, the DGCL and Litronic received by the Company and BIZ shall mutually (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any such demands for appraisal or offer to settle, or settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything any other provision of this Agreement to the contrary hereincontrary, if Section 262 of the DGCL (or Chapter 13 of the California Corporations Code, to the extent applicable to Adamis by virtue of Section 2115 thereof) provides for appraisal rights with respect to the Merger, then any shares of BIZ Adamis Capital Stock held by that have not been voted in favor of adoption of this Agreement, and with respect to which a holder who has demanded demand for payment and perfected such holder's right for appraisal of such shares have been properly made in accordance with applicable law and who, as (a) Section 262 of the Effective Time, has not effectively withdrawn DGCL or lost (b) Chapter 13 of the California Corporations Code (to the extent applicable to Adamis by virtue of Section 2115 thereof) (such right shares referred to appraisal ("as “Dissenting Shares"”), if any, shall not be converted into Litronic or represent a right to receive La Jolla Common Stock pursuant to Section 1.6(a), but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ shall give Litronic prompt notice of any demand received by BIZ Shares pursuant to require BIZ to purchase shares of Common Stock of BIZthe DGCL or the California Corporations Code, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demand. BIZ agrees thatas applicable; provided, except with the prior written consent of Litronichowever, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each that if a holder of Dissenting Shares ("a “Dissenting Stockholder"”) who withdraws such holder’s demand for such payment and appraisal or becomes entitled to ineligible for such payment and appraisal then, as of the fair value for shares later of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to such provisions). If, after the Effective TimeTime or the date of which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, any such holder’s Dissenting Shares shall lose their status as will cease to be Dissenting Shares, Litronic shall issue Shares and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, will be converted into the shares of Litronic right to receive La Jolla Common Stock to which such stockholder would otherwise be entitled under as determined in accordance with Section 2.61.6(a).

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, if the holder of any shares Common Share shall have complied with the provisions of BIZ Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with applicable law and who, as Section 262 of the Effective TimeDelaware Corporation Law as to appraisal rights with regard to that Common Share (a "Dissenting Share"), has not effectively withdrawn or lost no such Dissenting Share shall be deemed converted into and to represent the right to appraisal ("receive Merger Consideration hereunder; and the holders of Dissenting Shares"), if any, shall not be entitled to payment, solely from the Surviving Corporation, of the appraised value of such Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the Delaware Corporation Law; provided, however, that (i) if any holder of Dissenting Shares shall, under the circumstances permitted by the Delaware Corporation Law, subsequently deliver a written withdrawal of his or her demand for appraisal of such Dissenting Shares, or (ii) if any holder fails to establish his or her entitlement to rights to payment as provided in such Section 262, or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation has filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in such Section 262, such holder or holders (as the case may be) shall forfeit such right to payment for such Dissenting Shares pursuant to such Section 262, and the Common Shares of such holder or holders shall be deemed to be converted into Litronic Common Stock but shall instead be converted as of the Effective Time into the right to receive such consideration as may be determined to be due the Merger Consideration in accordance with respect to such Dissenting Sharesthe terms hereof. BIZ The Company shall give Litronic Parent (i) prompt notice of any demand received by BIZ to require BIZ to purchase shares written demands for appraisal of any Common Stock Shares, attempted withdrawals of BIZsuch demands, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demand. BIZ agrees that, except with the prior written consent of Litronic, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6.other instruments served

Dissenting Shares. For purposes of this Agreement, “Dissenting Shares” mean any shares of Company Capital Stock outstanding immediately prior to the Effective Time and held by a person who has not voted such shares in favor of the adoption of this Agreement and the Merger, has properly demanded appraisal for such shares in accordance with Delaware Law and has not effectively withdrawn or forfeited such demand for appraisal. Notwithstanding anything to the contrary contained herein, any shares of BIZ Stock held by Dissenting Shares will not be converted into a right to receive the Merger Consideration unless such holder who has demanded and perfected fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder's right for holder does not have appraisal of such shares rights in accordance with applicable law and whoDelaware Law. If after the Effective Time, such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares will be treated as if they had been converted as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted Time into the right to receive such the merger consideration as may be determined to be due with respect to such Dissenting Sharesset forth in Section 1.6(a) hereof (if any). BIZ shall Company will give Litronic Parent prompt notice of any demand demands received by BIZ to require BIZ to purchase Company for appraisal of shares of Common Stock Company Capital Stock, withdrawals of BIZsuch demands, and Litronic any other instruments that relate to such demands received by Company. Parent and BIZ Company shall mutually direct and jointly participate in all negotiations and proceedings with respect to such demanddemands except as limited by applicable Legal Requirements. BIZ agrees thatNeither Parent nor Company will, except with the prior written consent of Litronicthe other, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled demands, unless and to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant extent required to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled do so under Section 2.6applicable Legal Requirements.

Dissenting Shares. Stockholders who have complied with all the requirements for perfecting appraisal or dissenters’ rights, as required under the DGCL, shall be entitled to their appraisal or dissenters’ rights under the DGCL with respect to such shares (“Dissenting Shares”). Notwithstanding anything to the contrary herein, (a) if any shares holder of BIZ Stock held by a holder who has demanded and perfected Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder's ’s appraisal or dissenters’ rights, then, as of the later of the Merger Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right for appraisal to receive the portion of the Merger Consideration to which such holder is then entitled under this Agreement, without interest thereon and upon surrender of the certificate representing such shares in accordance with applicable law this Agreement together with any other documents required under Section 1.7.4 and who, as of (b) any Dissenting Shares held by a Stockholder who has perfected such Stockholder’s appraisal or dissenters’ rights for such shares in accordance with the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, DGCL shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive such consideration as may be determined any portion of the Merger Consideration pursuant to be due with respect Section 1.7.1. The Corporation shall provide to such Dissenting Shares. BIZ shall give Litronic Delaware Parent (i) prompt notice of any demand demands for appraisal or purchase received by BIZ to require BIZ to purchase shares the Corporation, withdrawals of Common Stock of BIZsuch demands, and Litronic any other instruments related to such demands served in accordance with the DGCL and BIZ shall mutually received by the Corporation and (ii) the right to direct and participate in all negotiations and proceedings with respect to such demanddemands under the DGCL. BIZ agrees thatThe Corporation shall not, except with the prior written consent of LitronicDelaware Parent, or as otherwise required under applicable lawthe DGCL, it will not voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such purchase demandClaim or demand in respect of any Dissenting Shares. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to The payment of consideration under this Agreement to the fair value for shares Stockholders (other than in respect of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic which shall issue be treated as provided in this Section 1.7.5 and deliver, upon surrender under the DGCL) shall not be affected by such stockholder the exercise or potential exercise of a certificate appraisal or certificates representing shares of BIZ Stock, dissenters’ rights under the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6DGCL by any Stockholder.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder holders of Shares who has have not voted in favor of or consented to the Merger and who have properly demanded and perfected such holder's right for appraisal their rights to be paid the fair value of such shares Shares in accordance with applicable law and who, as Subtitle 2 of the Effective Time, has not effectively withdrawn or lost such right to appraisal MGCL ("the “Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Per Share Merger Consideration, and the holders thereof shall be entitled to only such consideration rights as may are granted by Subtitle 2 of the MGCL; provided, however, that, if any such holder shall fail to perfect or shall effectively waive, withdraw or lose such holder’s rights under Subtitle 2 of the MGCL, such holder’s shares of Company Common Stock shall thereupon be determined deemed to be due with respect have been converted, at the Effective Time, into the right to such Dissenting Shares. BIZ receive the Per Share Merger Consideration, as set forth in Section 2.1 of this Agreement, without any interest thereon. (b) The Company shall give Litronic Parent (i) prompt notice of any demand appraisal demands received by BIZ the Company, withdrawals thereof and any other instruments served pursuant to require BIZ Subtitle 2 of the MGCL and received by the Company and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demandthe exercise of appraisal rights under Subtitle 2 of the MGCL. BIZ agrees thatThe Company shall not, except with the prior written consent of Litronic, Parent or as otherwise required under by applicable lawLaw, it will not voluntarily make any payment with respect to, or settle to any such exercise of appraisal rights or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6rights.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, Merger or consented thereto in writing and who has not effectively withdrawn or lost such right to appraisal complied with Section 262 of the DGCL (the "Dissenting SharesDISSENTING SHARES"), if any, ) shall not be converted into Litronic Common Stock but a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall instead be entitled to receive payment of the appraised value of such Shares held by him or her in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his or her right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such consideration as may be determined Shares, pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.2. (b) The Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by BIZ the Company relating to require BIZ rights of appraisal; and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in the conduct of all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demands for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded is entitled to demand and perfected such holder's right for properly demands appraisal of such shares Shares (“Dissenting Shares”) pursuant to, and who complies in accordance with applicable law and whoall respects with, as Section 262 of the Effective Time, has not effectively withdrawn or lost such right to appraisal DGCL ("Dissenting Shares"), if any, the “Dissenters Provisions”) shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive Merger Consideration as provided in Section 2.1(c) but rather the holders of such consideration as may Dissenting Shares shall be determined entitled to payment of the fair value of such Dissenting Shares in accordance with the Dissenters Provisions; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to an appraisal of such holder’s Shares under the Dissenters Provisions, then the right of such holder to be due with respect to paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares. BIZ Shares shall be deemed to have been converted into the right to receive the Merger Consideration as of the Effective Time as provided in Section 2.1(c). (b) The Company shall give Litronic prompt notice to Merger Sub of any demand demands received by BIZ to require BIZ to purchase shares the Company for appraisal rights in respect of Common Stock of BIZany Shares, and Litronic and BIZ Merger Sub shall mutually direct and have the opportunity to participate in all negotiations and proceedings with respect to such demanddemands. BIZ agrees thatPrior to the Effective Time, except with other than pursuant to a court order, the Company shall not, without the prior written consent of LitronicMerger Sub, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled , or agree to payment do any of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6foregoing.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any the shares of BIZ Stock held by a any holder of Company Common Shares who has demanded and perfected such holder's right appraisal and dissent rights ("DISSENTERS' RIGHTS") for appraisal of such shares in accordance with applicable law the Interim Order, the CBCA, or the OBCA and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal rights ("Dissenting SharesDISSENTING SHARES"), if any, shall not be converted into Litronic or represent a right to receive Parent Common Stock pursuant to Section 1.6, but the holder thereof shall instead only be entitled to such rights as are granted by the Interim Order, the CBCA, or the OBCA, as the case may be. (b) Notwithstanding the provisions of subsection (a), if any holder of Company Common Shares who demands appraisal of such shares under the CBCA or the OBCA shall effectively withdraw (or otherwise by law not be entitled to) the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Parent Common Stock, without interest thereon, upon surrender of the certificate representing such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ shares. (c) Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal of any Company Common Shares, withdrawals of such demands, and any other instruments served pursuant to the CBCA or the OBCA and received by BIZ Company which relate to require BIZ any such demand for appraisal and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings which take place prior to the Effective Time with respect to such demanddemands for appraisal under the CBCA or the OBCA. BIZ agrees thatCompany shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for appraisal of Company Common Shares or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. To the extent that any holder of Learn2 Shares is entitled to appraisal rights under Delaware Law, then: (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with applicable law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, Shares shall not be converted into Litronic Common Stock or represent a right to receive the Merger Consideration pursuant to Section 2.01, but the holder thereof shall instead be entitled to only such rights as are granted by Delaware Law. (b) Notwithstanding the provisions of Section 2.05(a), if any holder of Learn2 Shares who demands appraisal of his Learn2 Shares under Delaware Law effectively withdraws or loses (through failure to perfect or otherwise) his right to appraisal, then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder's Learn2 Shares shall automatically be converted into and represent only the right to receive the Merger Consideration as provided in Section 2.01(c), without interest, upon surrender of the Certificate or Certificates representing such consideration as may be determined Shares pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.02. (c) Learn2 shall give Litronic E-Stamp (i) prompt notice of any demand written demands received by BIZ to require BIZ to purchase shares Learn2 for appraisal or payment of Common Stock the fair value of BIZany Learn2 Shares, withdrawals of such demands, and Litronic any other instruments served on Learn2 pursuant to Delaware Law and BIZ shall mutually (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under Delaware Law. BIZ agrees that, except Except with the prior written consent of LitronicE-Stamp, or as required under applicable law, it will Learn2 shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary hereincontrary, except to the extent otherwise required by applicable Laws, any shares Dissenting Shares will not be converted into the right to receive the Merger Consideration, and will instead represent the right to receive only the fair value thereof under Section 106(6) of BIZ Stock held by a the Companies Act. If any such holder who has demanded and perfected such holder's fails to perfect or otherwise waives, withdraws or loses his right for to appraisal under Section 106(6) of the Companies Act, then the right of such shares holder to receive such payment in accordance with applicable law respect of such Dissenting Shares will cease and whosuch Dissenting Shares will be deemed to have been converted, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not into and will be converted into Litronic Common Stock but shall instead be converted into exchangeable solely for the right to receive such consideration as may be determined to be due with respect to such Dissenting Sharesthe Merger Consideration, without interest. BIZ shall The Company will give Litronic Parent (i) prompt notice of (A) any demand demands received by BIZ the Company for appraisal of Dissenting Shares, attempted withdrawals of such demands and any other instruments served pursuant to require BIZ the Companies Act and received by the Company relating to purchase shares rights to be paid the fair value of Common Stock Dissenting Shares and (B) to the extent that the Company has knowledge, any applications to the Supreme Court of BIZ, Bermuda for appraisal of the fair value of the Dissenting Shares and Litronic and BIZ shall mutually direct and (ii) the opportunity to participate in all negotiations and proceedings Proceedings with respect to such demandany demands for appraisal under the Companies Act. BIZ agrees thatThe Company will not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such purchase demand. Each holder demands, or approve any withdrawal of Dissenting Shares ("Dissenting Stockholder") who becomes entitled any such demands, or agree to payment do any of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6foregoing.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock Target Shares or Target Preferred Shares issued and outstanding immediately prior to the Effective Time that are held by a holder Target Shareholder who has demanded exercised and perfected such holder's right dissenters rights for appraisal of such shares in accordance with applicable law the Washington Business Corporation Act and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal rights ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock or represent a right to receive Buyer Shares or Buyer Preferred Shares pursuant to Section 2.4, but the holder thereof shall instead only be entitled to such rights as are granted by the Washington Business Corporation Act. (b) Notwithstanding the provisions of subsection (a), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) his or her dissenters rights, then, as of the later of Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive the Buyer Shares or Buyer Preferred Shares to which such consideration as may Target Shareholder would otherwise be determined to be due with respect to entitled under Section 2.4 upon surrender of the certificate representing such Dissenting Shares. BIZ shares. (c) The Target shall give Litronic the Buyer prompt notice of any written demand for appraisal received by BIZ the Target pursuant to require BIZ the applicable provisions of the Washington Business Corporation Act and the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands. BIZ agrees thatThe Target shall not, except with the prior written consent of Litronicthe Buyer, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any such demands or offer to settle, settle or settle any such purchase demand. Each holder demands. (d) After payments of fair value in respect of Dissenting Shares ("Dissenting Stockholder") who becomes entitled have been made to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined dissenting shareholders pursuant to the Washington Business Corporation Act, such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6canceled.

Dissenting Shares. Notwithstanding anything to the contrary herein, any shares of BIZ Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with applicable law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("a) Dissenting Shares"), if any, Shares shall not be converted into Litronic Common Stock but shall instead be converted into or represent the right to receive the Merger Consideration unless any BGS Stockholder holding such consideration Dissenting Shares shall have forfeited his, her or its right to appraisal under the Delaware General Corporation Law or properly withdrawn his, her or its demand for appraisal. If such BGS Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then, (i) as may be determined of the occurrence of such event, such holder’s Dissenting Shares shall cease to be due with Dissenting Shares and shall be converted into and represent the right to receive the Merger Consideration payable in respect of such BGS Shares pursuant to Section 1.2, and (ii) promptly following the occurrence of such event, the Buyer or the Surviving Corporation shall deliver to such Dissenting Shares. BIZ BGS Stockholder the Merger Consideration to which such holder is entitled pursuant to Section 1.2. (b) BGS shall give Litronic the Buyer (i) prompt notice of any demand written demands for appraisal of any BGS Shares, withdrawals of such demands, and any other instruments that relate to such demands received by BIZ BGS and (ii) the opportunity to require BIZ to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the Delaware General Corporation Law. BIZ agrees thatBGS shall not, except with the prior written consent of Litronicthe Buyer, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for appraisal of BGS Shares or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained herein, any shares of BIZ Common Stock held by a holder who has that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have properly demanded and perfected such holder's right for appraisal of such shares in accordance with applicable law and who, as Section 262 of the Effective Time, has DGCL and have not effectively withdrawn or lost such right to appraisal demand ("collectively, “Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but as provided in Section 3.01, and such holders shall instead be entitled only to such rights and payments as are granted by Section 262 of the DGCL; provided, however, that if any such holder shall effectively waive, withdraw or lose such holder’s rights under Section 262 of the DGCL, each of such holder’s Dissenting Shares shall thereupon be deemed to have been an Eligible Share and to have been converted at the Effective Time into the right to receive the Per Share Merger Consideration, without interest and after giving effect to any required Tax withholdings as provided in Section 3.04(d), as provided in Section 3.01, and such consideration as may be determined holder thereof shall cease to be due have any other rights with respect to such Dissenting Shares. BIZ thereto. (b) The Company shall give Litronic Parent (i) prompt notice of any demand written notices received by BIZ the Company with respect to require BIZ any intent to purchase demand, or demands for, appraisal with respect to any shares of Common Stock Stock, attempts to withdraw such notices or demands and any other instruments or notices served pursuant to Section 262 of BIZ, the DGCL or applicable Law relating to stockholders’ appraisal rights and Litronic and BIZ shall mutually direct and (ii) the right to participate in and control all negotiations and proceedings with respect to such demandthe exercise of appraisal rights under Section 262 of the DGCL. BIZ agrees thatPrior to the Effective Time, the Company shall not, except with the prior written consent of Litronic, Parent or as otherwise required under applicable lawby an Order of a Governmental Entity of competent jurisdiction, it will not voluntarily make any payment or other commitment with respect toto any such demands for appraisal, offer to settle or settle or offer to settle, any such purchase demand. Each holder demands or approve any withdrawal of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to any such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any the shares of BIZ any holder of Company Common Stock held by a holder who has demanded and perfected such holder's right appraisal rights for appraisal of such shares in accordance with applicable law the MBCL and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal rights ("Dissenting Shares"), if any, shall not be converted into Litronic or represent a right to receive Parent Common Stock pursuant to Section 2.1(c), but the holder thereof shall instead only be entitled to such rights as are granted by the MBCL. (b) Notwithstanding the provisions of subsection (a), if any holder of shares of Company Common Stock who demands appraisal of such shares under the MBCL shall effectively withdraw the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ Parent Common Stock, without interest thereon. (c) The Company shall give Litronic Parent (i) prompt notice of any demand written demands for appraisal of any shares of Company Common Stock, withdrawals of such demands, and any other instruments served pursuant to the MBCL and received by BIZ the Company which relate to require BIZ any such demand for appraisal and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings which take place prior to the Effective Time with respect to such demanddemands for appraisal under the MBCL. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for appraisal of Company Common Stock or offer to settle, settle or settle any such purchase demand. Each holder demands if the settlement is in excess of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of $100,000 in any case or $1,000,000 in the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6aggregate.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have not voted in favor of the Merger and who shall have demanded and perfected properly in writing appraisal for such holder's Shares in accordance with Section 262 of Delaware Law (collectively, the “Dissenting Shares”) shall not be converted into, or represent the right for to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares in accordance with applicable law Shares under such Section 262 shall thereupon be deemed to have been converted into, and whoto have become exchangeable for, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if any, shall not be converted into Litronic Common Stock but shall instead be converted into the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 1.8, of the certificate or certificates that formerly evidenced such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ . (b) The Company shall give Litronic Parent (i) prompt notice of any demand demands for appraisal received by BIZ to require BIZ to purchase shares the Company, withdrawals of Common Stock of BIZsuch demands, and Litronic any other instruments served pursuant to Delaware Law and BIZ shall mutually direct received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demanddemands for appraisal under Delaware Law. BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected such holder's right for appraisal of such shares not voted in accordance with applicable law and who, as favor of the Effective Time, adoption of this Agreement or consented thereto in writing and who has not effectively withdrawn or lost such right to appraisal complied with Section 262 of the DGCL ("“Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but a right to receive the Merger Consideration unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. A holder of Dissenting Shares shall instead be entitled to receive payment of the appraised value of such shares held by him or her in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such consideration as may be determined to be due with respect to such Dissenting Shares. BIZ . (b) The Company shall give Litronic Parent (i) prompt written notice of any demand written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by BIZ the Company relating to require BIZ rights of appraisal and (ii) the opportunity to purchase shares of Common Stock of BIZ, and Litronic and BIZ shall mutually direct and participate in and direct the conduct of all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value demands for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6appraisal.

Dissenting Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, any shares of BIZ Stock Shares which are held by a holder stockholders who has demanded do not vote in favor at the Merger and perfected such holder's right for appraisal of such shares in accordance who comply with applicable law and who, as all of the Effective Time, has not effectively withdrawn or lost such right to appraisal relevant provisions of Section 262 of the DGCL ("the “Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock or represent a right to receive cash pursuant to Section 2.7(a), but the holder thereof shall instead be entitled to only such rights as are granted by the DGCL. (b) Notwithstanding the provisions of Section 2.13(a), if any holder of Shares who demands appraisal of his Shares under the DGCL effectively withdraws or loses (through failure to perfect or otherwise) his right to appraisal, then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Shares shall automatically be converted into and represent only the right to receive the Merger Consideration as provided in Section 2.7(a), without interest, upon surrender of the certificate or certificates representing such consideration as may be determined Shares pursuant to be due with respect to such Dissenting Shares. BIZ Section 2.8. (c) The Company shall give Litronic Parent (i) prompt notice of any demand written demands received by BIZ to require BIZ to purchase shares the Company for appraisal or payment of Common Stock the fair value of BIZany Shares, withdrawals of such demands, and Litronic any other instruments served on the Company pursuant to the DGCL and BIZ shall mutually (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under the DGCL. BIZ agrees that, except Except with the prior written consent of LitronicParent, or as required under applicable law, it will the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has 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, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6demands.

Dissenting Shares. Notwithstanding anything to the contrary hereinin this Section 2.1, any shares of BIZ Company Common Stock outstanding immediately prior to the Effective Time and held by a holder person who has not voted in favor of the Merger or consented thereto in writing and who has demanded and perfected such holder's right appraisal for appraisal of such shares in accordance with applicable law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal DGCL ("the “Dissenting Shares"), if any, ”) shall not be converted into Litronic Common Stock but a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with the DGCL. If, after the Closing, such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares shall instead be treated as if they had been converted as of the Effective Time into the right to receive such consideration as may be determined to be due with respect to such Dissenting Sharesthe Merger Consideration. BIZ The Company shall give Litronic Parent and Merger Sub prompt notice of any demand demands received by BIZ to require BIZ to purchase shares the Company for appraisal of Common Stock of BIZshares, and Litronic Parent and BIZ Merger Sub shall mutually direct and have the right to participate in all negotiations and proceedings with respect to such demanddemands except as required by applicable federal, state, local or foreign statute, law, regulation, legal requirement or rule, ordinance or code of any Governmental Authority (as such term is defined in Section 3.4(d) of this Agreement), including any judicial or administrative interpretation thereof (“Law”). BIZ agrees thatThe Company shall not, except with the prior written consent of LitronicParent, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled demands, unless and to payment of the fair value for shares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant extent required to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled do so under Section 2.6Law.