Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding the foregoing provisions of this Article III, the Dissenting Shares shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Shares.

Dissenting Shares. Notwithstanding anything to the foregoing provisions of contrary contained in this Article IIIAgreement, the any Dissenting Shares shall not be converted into a right not be entitled to receive any portion of the Merger Consideration and as provided in Section 2.04(a), but instead at the First Effective Time the holders thereof of Dissenting Shares shall be entitled to receive the fair value of such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; providedprovisions of Section 238 of the CICL and such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist. Notwithstanding the foregoing, however, that (i) if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to dissent under Section 238 of the CICL, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 238 of the CICL shall cease and such Dissenting Shares shall be deemed to have failed been converted at the First Effective Time into, and shall have become, the right to establish such holder’s entitlement to appraisal rights receive the Merger Consideration as provided in Section 262 2.04(a), without interest or any other payments. The Company shall serve prompt notice to Parent of any notices of objection, notices of dissent or demands for fair value under Section 238 of the DGCLCICL of any of the Shares, attempted withdrawals of such notices or (ii) if demands and any such holder of Dissenting Shares other instruments served pursuant to the CICL and received by the Company, and Parent shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of participate in all negotiations and proceedings with respect to such shares notices and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)demands. The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without shall not, without the prior written consent of Buyer Parent (which consent shall not be unreasonably withheld, conditioned or delayed), or as otherwise required under the Company shall not voluntarily CICL, make any payment with respect to, or settle or offer to settle, any such demand for paymentnotices or demands, or agree to do or commit to do any of the foregoing. From and after In the event that any written notices of objection to the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights Merger are served by any Company Shareholder pursuant to Section 262 238(2) and in accordance with Section 238(3) of the DGCL CICL, the Company shall be entitled to vote his or her Shares for any purpose or receive payment serve written notice of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders the authorization of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares Merger on such Company Shareholders pursuant to Section 238(4) of the CICL within twenty (20) days of the approval of this Section 3.10 shall be made Agreement, the Mergers and the other transactions contemplated hereby by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesCompany Required Vote.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary, shares (“Dissenting Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, the provisions of this Article III, Section 262 of the Dissenting Shares DGCL (“Section 262”) shall not be converted into a the right to receive any portion of the Merger Consideration and the holders thereof as provided in Section 2.1(a) of this Agreement, but instead such holder shall be entitled to such rights as are granted by Section 262 payment of the DGCL. Each holder fair value of such Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; providedprovisions of Section 262. At the Effective Time, howeverall Dissenting Shares shall no longer be outstanding, that (i) if any such shall automatically be canceled and retired and shall cease to exist, and each holder of Dissenting Shares shall cease to have failed any rights with respect thereto, except the right to establish receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s entitlement Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to appraisal rights be Mixed Consideration Electing Shares that have been converted at the Effective Time into, and shall have become, the right to receive the Mixed Consideration as provided in Section 262 2.1(a)(i) of the DGCL, or this Agreement. The Company shall serve prompt written notice (iibut in any event within 48 hours) if to Parent of any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand demands for appraisal of any shares of Company Common Stock and any withdrawals of such shares or lost such holder’s right to appraisal demands, and payment for such holder’s shares under Section 262 of the DGCL, such holder Parent shall forfeit have the right to appraisal of participate in and direct all negotiations and proceedings with respect to such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior demands. Prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIICompany shall not, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without the prior written consent of Buyer Parent (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Timedemands, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the foregoing provisions contrary, with respect to each share of Company Class A Common Stock held by a holder who neither voted in favor of adoption of this Article IIIAgreement or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, the a “Dissenting Share”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and the such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of , and at the Effective Time, such Dissenting Shares who becomes entitled shall no longer be outstanding and shall automatically be cancelled and shall cease to payment for exist, and such shares pursuant holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares shall have failed fails to establish such holder’s his, her or its entitlement to appraisal rights as provided in Section 262 of the DGCL, DGCL or (iiiii) if any a court of competent jurisdiction shall determine that such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right Beneficial Owner is not entitled to appraisal and payment for such holder’s shares under the relief provided by Section 262 of the DGCL, such holder holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Shareof Company Class A Common Stock shall, as applicable, immediately prior to the First Effective Time fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and convertedto have become, as of the First Effective Time, into a the right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIreceive, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed)thereon, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesPublic Merger Consideration.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary (but subject to the provisions of this Article IIISection 2.3), Shares and/or Preferred 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 who complies in all respects with, Section 262 of the DGCL (such shares, the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion of the Merger Consideration or the Series A Preferred Stock Consideration, as applicable. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist, and the holders thereof of Dissenting Shares shall only be entitled to such the rights as are granted by Section 262 of to them under the DGCL. Each If any such holder of Dissenting Shares who becomes entitled fails to payment for such shares pursuant perfect or otherwise waives, withdraws or loses his right to appraisal under Section 262 of the DGCL shall receive payment therefor from or other applicable Law, then the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any right of such holder to be paid the fair value of such Dissenting Shares shall have failed to establish cease and such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall be deemed to have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and shall be exchangeable solely for the right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof or the Series A Preferred Stock Consideration, as determined in accordance with this Article IIIapplicable, without interest and subject to any interest thereon (and such holder shall be treated withholding of Taxes required by applicable Law as a Company Stockholder)provided in Section 2.5. The Company will shall give Buyer reasonable Parent prompt notice of all written notices any demands received by the Company for appraisal of Shares or Preferred Shares and any other instruments served pursuant to Section 262 the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the DGCLright to participate in all negotiations and proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settlecompromise, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant demands or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything to the foregoing provisions contrary set forth in this Agreement, no shares of this Article IIICompany Common Stock issued and outstanding immediately prior to the Effective Time and in respect of which appraisal rights shall have been perfected in accordance with Section 262 of the DGCL in connection with the Merger (collectively, the “Dissenting Shares Shares”) shall not be converted into a right to receive any that portion of the Merger Consideration and otherwise payable to the holders thereof holder of such Dissenting Shares as provided in Section 2.1(a), but shall instead be entitled converted into the right to receive such consideration as may be determined to be due with respect to such rights as are granted by Section 262 of Dissenting Shares pursuant to the DGCL. Each holder of Dissenting Shares who who, pursuant to the provisions of the DGCL, becomes entitled to payment for of the fair value of such shares pursuant to Section 262 of the DGCL shall receive payment therefor from in accordance with the Final Surviving Corporation DGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). In the event that any holder of Company Common Stock fails to make an effective demand for payment or fails to perfect its appraisal rights as to its shares of Company Common Stock or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, then any such shares shall be converted into the right to receive the Merger Consideration issuable pursuant to Section 2.1(a) in respect of such shares as if such shares had never been Dissenting Shares, in accordance with and following the satisfaction of the applicable requirements and conditions set forth in Section 2.2. The Company shall give Parent prompt notice (and in no event more than two Business Days) of (i) any demand received by the Company for appraisal of Company Common Stock (and shall give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demand) or (ii) any notice of exercise by any holder of Company Common Stock of appraisal rights in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without the agrees that, except with Parent’s prior written consent of Buyer (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned), the Company it shall not voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 or exercise of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesappraisal rights.

Dissenting Shares. Notwithstanding the foregoing provisions any other provision of this Article IIIAgreement to the contrary, to the extent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL or similar appraisal or dissenters’ rights under any other applicable Law, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfected his or her demand for appraisal or dissenters’ rights under Section 262 of the DGCL or such other applicable Law (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration. At the Effective Time, the Dissenting Shares shall not no longer be converted into a right outstanding and shall automatically be canceled and shall cease to receive exist, and each holder of Dissenting Shares shall cease to have any portion of the Merger Consideration and rights with respect thereto, but the holders thereof of such Dissenting Shares shall be entitled to receive such rights consideration as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares shall be determined pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCLor such other applicable Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s his or her right to appraisal or dissenters’ rights and payment for under the DGCL or such other applicable Law, as applicable (whether occurring before, at or after the Effective Time), such holder’s shares under Section 262 of Company Common Stock shall thereupon be deemed to have been converted as of the DGCL, such holder shall forfeit Effective Time into the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without any interest thereon thereon, and such shares shall not be deemed to be Dissenting Shares. Any payments required to be made with respect to the Dissenting Shares shall be made by Parent (and such holder not the Company or Acquisition Sub), and the Aggregate Merger Consideration shall be treated reduced, on a dollar-for-dollar basis, as if the holder of such Dissenting Shares had not been a Company Stockholder)stockholder on the Closing Date. The Company will shall give Buyer reasonable prompt written notice to Parent of all written notices any demands for appraisal of or dissenters’ rights respecting any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL or such other applicable Law received by the Company pursuant relating to Section 262 of appraisal or dissenters’ demands, and Parent shall have the DGCLright to participate in all negotiations and proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, without the prior written consent of Buyer Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Timedemands, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do or commit to do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary, shares (the “Dissenting Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of this Article IIISection 262 of Delaware Law (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.02(a), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Dissenting Shares shall not no longer be converted into outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive any portion the fair value of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; providedprovisions of Section 262. Notwithstanding the foregoing, however, that (i) if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have failed been converted at the Effective Time into, and shall have become, the right to establish such holder’s entitlement to appraisal rights receive the Merger Consideration as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder2.02(a). The Company will give Buyer reasonable shall serve prompt notice to Parent of all written notices any demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other instruments served pursuant to Delaware Law received by the Company, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company pursuant to Section 262 of the DGCL. Without shall not, without the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Timedemands, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do or commit to do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, 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 who complies in all respects with, Section 262 of this Article IIIthe DGCL (such Shares, the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion the applicable Merger Consideration, and shall instead represent the right to receive payment of the Merger Consideration fair value of such Dissenting Shares in accordance with and to the holders thereof shall be entitled to such rights as are granted extent provided by Section 262 of the DGCL. Each If any such holder of Dissenting Shares who becomes entitled fails to payment for such shares pursuant perfect or otherwise waives, withdraws or loses his right to appraisal under Section 262 of the DGCL shall receive payment therefor from or other applicable Law, then the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any right of such holder to be paid the fair value of such Dissenting Shares shall have failed to establish cease and such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall be deemed to have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and shall be exchangeable solely for the right to receive from the Final Surviving Corporation the portion applicable Merger Consideration, without interest and subject to any withholding of the Merger Consideration deliverable in respect thereof as determined Taxes required by applicable Law in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company StockholderSection 2.2(e). The Company will shall give Buyer reasonable Parent prompt notice of all written notices any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the DGCLright to participate in and to control all negotiations and proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demand for paymentdemands, or approve any withdrawal of any such demands, or agree to do any of the foregoing. From Notwithstanding anything to the contrary contained herein, each of Parent, Purchaser and after the First Effective Time, no stockholder who has properly exercised Company acknowledge and perfected agree that in any appraisal rights pursuant to proceeding under Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Dissenting Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein fullest extent permitted by applicable Law, the Surviving Corporation shall not assert that the Top-Up Option, the Top-Up Option Shares or any cash or Promissory Note delivered by Purchaser to the contrary, Company as payment for any payments required to Top-Up Option Shares should be made to holders considered in connection with the determination of the fair value of the Dissenting Shares pursuant to this in accordance with Section 3.10 shall be made by 262(h) of the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesDGCL.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article IIICompany Stock outstanding immediately prior to the Effective Time and owned by a Company Stockholder who is entitled to demand and has properly demanded appraisal for such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, “Dissenting Shares Shares”), shall not be converted into a the right to receive any portion of the Per Share Merger Consideration and shall instead represent the holders thereof shall be entitled right to receive payment of the fair value of such rights as are granted Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL. Each holder At the Effective Time, (i) all Dissenting Shares shall be cancelled, extinguished and cease to exist and (ii) the holders of Dissenting Shares who becomes shall be entitled to payment for only such shares pursuant rights as may be granted to him, her or it under the DGCL. If any such Company Stockholder fails to perfect or otherwise waives, withdraws or loses such Company Stockholder’s right to appraisal under Section 262 of the DGCL shall receive payment therefor from or other applicable Legal Requirements, then the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any right of such holder to be paid the fair value of such Dissenting Shares shall have failed to establish cease and such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall be deemed to have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and shall be exchangeable solely for the right to receive from the Final Surviving Corporation the portion of the Per Share Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon I. The Company shall give BRPA prompt notice (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice in any event within two (2) Business Days) of all written notices any demands received by the Company for appraisal of shares of Company Stock, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and BRPA shall have the DGCLright to participate in and direct all negotiations and proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldBRPA, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands or waive any failure to timely deliver a written demand for payment. From and after appraisal or otherwise comply with the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to provisions under Section 262 of the DGCL shall be entitled DGCL, or agree or commit to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or do any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article IIICompany Common Stock that are outstanding immediately prior to the First Effective Time and that are held by any Person who has not voted in favor of, or consented to, the Mergers and properly demands appraisal of such shares of Company Common Stock pursuant to Section 262 of the DGCL and who otherwise complies in all respects with Section 262 of the DGCL (“Dissenting Shares Shares”) shall not be converted into a right to receive any portion of the Merger Consideration and as provided in Section 3.1(b), but rather the holders thereof of Dissenting Shares shall be entitled to such only those rights as are granted by Section 262 of the DGCL. Each holder of DGCL (it being understood and acknowledged that at the First Effective Time, such Dissenting Shares who becomes entitled shall no longer be outstanding, shall automatically be cancelled and shall cease to payment for exist and such shares pursuant holder shall cease to have any rights with respect thereto other than the right to receive the “fair value” of such Dissenting Shares as determined in accordance with Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL); provided, however, that (i) if any such holder of Dissenting Shares shall have failed fail to establish such holder’s entitlement to appraisal rights as provided in Section 262 of perfect or otherwise shall waive, withdraw or lose the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, then the right of such holder shall forfeit to be paid the right to appraisal fair value of such shares holder’s Dissenting Shares shall cease and each such share shall not constitute a Dissenting Share and Shares shall be treated as if it had deemed to have been a Share, as applicable, immediately prior to the First Effective Time and converted, converted as of the First Effective TimeTime into, into a and shall have become exchangeable solely for the right to receive from the Final Surviving Corporation the portion of receive, the Merger Consideration deliverable as provided in respect thereof as determined in accordance with this Article III, Section 3.1(b) (without interest and less any interest thereon (and amounts entitled to be deducted or withheld pursuant to Section 3.2(f)) upon the surrender of the Certificates or Book-Entry Shares previously representing such holder shall be treated as a Company Stockholder)Dissenting Shares. The Company will shall give Buyer reasonable prompt notice to Parent of all written notices any demands received by the Company pursuant for appraisal of any shares of Company Common Stock, and Parent shall have the right to Section 262 of participate in all negotiations and proceedings with respect to such demands (it being understood that, subject to good faith consultation with Parent, the DGCLCompany has the right to direct and control any such negotiations and proceedings). Without Prior to the First Effective Time, the Company shall not, without the prior written consent of Buyer Parent, (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily i) make any payment with respect to, or settle or offer to settle, any such demands, (ii) waive any failure to timely deliver a written demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal or timely take any other action to perfect appraisal rights pursuant in accordance with the DGCL, or (iii) agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of this Article III, the DGCL (the “Dissenting Shares Shares”) shall not be converted into a or be exchangeable for the right to receive any portion of the Merger Consideration Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the holders thereof DGCL. Holders of Dissenting Shares shall be entitled to such rights as are granted payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if If any such holder of Dissenting Shares shall have failed to establish perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s entitlement Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration, without interest, and subject to deduction for any required withholding Tax. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, or and (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand the opportunity to participate in negotiations and proceedings with respect to demands for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without shall not, except with the prior written consent of Buyer (Parent which shall will not be unreasonably withheld, conditioned withheld or delayed), the Company shall not voluntarily make or agree to make any material payment with respect toto any demands for appraisals of capital stock of the Company, offer to settle or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesdemands.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, 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 who complies in all respects with, Section 262 of this Article IIIthe DGCL (such Shares, the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion the Merger Consideration, and shall instead represent the right to receive payment of the Merger Consideration fair value of such Dissenting Shares in accordance with and to the holders thereof shall be entitled to such rights as are granted extent provided by Section 262 of the DGCL. Each If any such holder of Dissenting Shares who becomes entitled fails to payment for such shares pursuant perfect or otherwise waives, withdraws or loses his right to appraisal under Section 262 of the DGCL shall receive payment therefor from or other applicable Law, then the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any right of such holder to be paid the fair value of such Dissenting Shares shall have failed to establish cease and such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall be deemed to have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and shall be exchangeable solely for the right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without any interest thereon (and such holder shall be treated as a Company Stockholder)interest. The Company will shall give Buyer reasonable Parent prompt notice of all written notices any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the DGCLright to participate in all negotiations and proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demand for paymentdemands, or approve any withdrawal of any such demands, or agree to do any of the foregoing. From The parties hereby agree and after acknowledge that in any appraisal proceeding with respect to the First Effective Time, no stockholder who has properly exercised Dissenting Shares and perfected to the fullest extent permitted by applicable Law in any appraisal rights pursuant to proceeding under Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his Dissenting Shares, the Surviving Company shall not assert that the exercise of the Top-Up Option, any issuance of the Top-Up Option Shares or her Shares (except dividends and distributions payable to stockholders any delivery by the Purchaser of record at a date which is prior the Promissory Note to the First Effective Time). Notwithstanding anything herein to Company in payment for the contrary, any payments required to Top-Up Option Shares should be made to holders considered in connection with a determination of the fair value of the Dissenting Shares pursuant to this in accordance with Section 3.10 shall be made by 262(h) of the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesDGCL.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, Shares outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 2.1(b)) and held by a holder who has perfected such holder’s right to dissent under Section 13.01 et seq. of this Article IIIthe VBCA and has not effectively withdrawn or lost such right as of the Effective Time (such Shares, the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion of the Merger Consideration as provided in Section 2.1(a), and shall instead represent the holders thereof shall be entitled right to such rights as are granted by Section 262 receive payment of the DGCL. Each consideration due to the holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with Sections 13.02 and 13.25 of the DGCL; provided, however, that (i) if VBCA. If any such holder of Dissenting Shares shall have failed fails to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCLperfect or otherwise waives, withdraws or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost loses such holder’s right to appraisal and payment for dissent under the VBCA or other applicable Law, then such holder’s shares under Section 262 Dissenting Shares shall be deemed to have been converted as of the DGCLEffective Time into, such holder shall forfeit and to have become exchangeable solely for, the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable as provided in respect thereof as determined in accordance with this Article IIISection 2.1(a), without any interest thereon (and such holder shall be treated as a Company Stockholder)interest. The Company will give Buyer reasonable submit the transactions contemplated by this Agreement, including the Merger, for the Company Shareholder Approval (as set forth in Section 3.22 hereof) pursuant to Section 13.20(a) of the VBCA at the Company Shareholder Meeting, the notice of which will include a copy of Chapter 13 of the VBCA and will state that the shareholders are or may be entitled to assert dissenters’ rights thereunder. In accordance with Section 13.22 of the VBCA, the Company will deliver a written dissenters’ notice to all written notices shareholders who timely submit an intent to demand payment for their shares, and who otherwise comply with Section 13.21 of the VBCA. The Company shall serve prompt notice to Parent of any demands received by the Company for payment of the fair value of such Shares under the VBCA and of withdrawals of such notice and any other instruments provided pursuant to Section 262 of applicable Law, and Parent shall have the DGCLright to participate in and direct all negotiations and proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer Parent (which shall not be unreasonably withheld, conditioned withheld or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settlecompromise, any such demand for payment. From and after the First Effective Timedemands, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article IIICompany Common Stock or Company Preferred Stock outstanding immediately prior to the Effective Time and held by a Company Stockholder who has not voted in favor of the Merger or consented thereto in writing or by electronic transmissions and has properly demanded appraisal for such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, “Dissenting Shares Shares”), shall not be converted into a the right to receive any portion of the Closing Merger Consideration and shall instead represent the holders thereof shall be entitled right to receive payment of the fair value of such rights as are granted Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL. Each holder At the Effective Time, (i) all Dissenting Shares shall be cancelled, extinguished and cease to exist and (ii) the holders of Dissenting Shares who becomes shall be entitled to payment for only such shares pursuant rights as may be granted to him, her or it under the DGCL. If any such Company Stockholder fails to perfect or otherwise waives, withdraws or loses such Company Stockholder’s right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such Dissenting Shares under Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any cease and such holder of Dissenting Shares shall be deemed to have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and shall only represent the right to receive from the Final Surviving Corporation the portion of the Closing Merger Consideration deliverable in respect thereof as determined upon the surrender of such shares in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)II. The Company will shall give Buyer reasonable Parent reasonably prompt notice of all written notices any demands received by the Company for appraisal of shares of Company Common Stock or Company Preferred Stock, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the DGCLright to participate in and direct all negotiations and proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer Parent (which shall such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands or waive any failure to timely deliver a written demand for payment. From and after appraisal or otherwise comply with the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to provisions under Section 262 of the DGCL shall be entitled DGCL, or agree or commit to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or do any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding the foregoing provisions any provision of this Article IIIAgreement to the contrary, Common Shares that are outstanding immediately prior to the Effective Time and that are held by any holder who is entitled to demand and who demands properly in writing appraisal for such Common Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (any such Common Shares being referred to as “Dissenting Shares Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Common Shares), shall not be converted into a into, or represent the right to receive, the consideration payable in respect of such Common Shares in accordance with Section 1.09, but such holder of Dissenting Shares shall instead be entitled only to receive any portion payment of the Merger Consideration and appraised value of such Common Shares in accordance with the holders thereof shall be entitled to such rights as are granted by provisions of Section 262 of the DGCL. Each At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Common Shares in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, all Dissenting Shares held by any such holder who becomes shall have failed to perfect or who effectively shall have withdrawn or otherwise lost its rights to appraisal of such Dissenting Shares under Section 262 of the DGCL or a court of competent jurisdiction shall have determined that such holder is not entitled to payment for such shares pursuant to the relief provided by Section 262 of the DGCL shall thereupon be deemed to have been automatically converted into, and to have become exchangeable for, and shall represent only the right to receive payment therefor from the Final Surviving Corporation consideration payable in respect of such Common Shares in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III1.09, without any interest thereon (thereon, upon surrender in the manner provided in Section 1.16 and the right of such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 payment of the DGCL. Without the prior written consent appraised value of Buyer (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharescease.

Dissenting Shares. Notwithstanding Section 2.1(b), to the foregoing provisions extent that holders thereof are entitled to appraisal rights under Section 262 of this Article IIIthe DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL (the “Dissenting Shares Shares”), shall not be converted into a the right to receive any portion of the Merger Consideration and Consideration, but the holders thereof of such Dissenting Shares shall be entitled to receive such rights consideration as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares shall be determined pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively waived, withdrawn such holder’s demand for appraisal of such shares or lost such holder’s his or her right to appraisal and payment for under the DGCL (including through entry into an Acceptable Confidentiality Agreement), or a court of competent jurisdiction shall determine that such holder’s shares under holder is not entitled to the relief provided by Section 262 of the DGCL, such holder holder’s shares of Company Common Stock shall forfeit thereupon be deemed to have been converted as of the Effective Time into the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without any interest thereon (thereon, and such holder shares shall not be deemed to be Dissenting Shares. Any payments required to be made with respect to the Dissenting Shares shall be treated made by the Surviving Corporation, and the Total Common Merger Consideration shall be reduced, on a dollar for dollar basis, as if the holder of such Dissenting Shares had not been a Company Stockholder)stockholder on the date of the Merger Closing. Any portion of the Total Common Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for Dissenting Shares will be returned to Parent upon demand. The Company will shall give Buyer reasonable Parent (a) prompt notice of all written notices any demands for appraisal or payment of the fair value of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to applicable Law that are received by the Company pursuant relating to stockholders’ rights of appraisal and (b) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Section 262 of the DGCL. Without Prior to the Effective Time, the Company will not, without the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Timedemands, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article IIICompany Parties Common Stock outstanding immediately prior to the Effective Time and owned by a holder who is entitled to demand and has properly demanded appraisal of such shares in accordance with, and who complies in all respects with, (i) with respect to VSee, Section 262 of the DGCL (the “VSee Dissenting Shares”), and (ii) with respect to iDoc, Section 21.460 of the TBOC, (the “iDoc Dissenting Shares” and together with the VSee Dissenting Shares, the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion Parent Common Stock, and shall instead represent the right to receive payment of the Merger Consideration fair value of such Dissenting Shares in accordance with and to the holders thereof shall be entitled to such rights as are granted extent provided by Section 262 of the DGCLDGCL or Subchapter H, Chapter 10 of the TBOC, as applicable. Each holder of At the Effective Time, (a) all Dissenting Shares who becomes entitled shall be cancelled, extinguished and cease to payment for such shares pursuant to Section 262 of exist and (b) the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder holders of Dissenting Shares shall have failed be entitled only to establish such holder’s entitlement to appraisal rights as provided in Section 262 of may be granted to them under the DGCLDGCL or the TBOC, or (ii) if as applicable. If any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares fails to perfect or lost otherwise waives, withdraws or loses such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, Subchapter H, Chapter 10 of the TBOC, or other applicable Law, then the right of such holder shall forfeit to be paid the right to appraisal fair value of such shares Dissenting Shares shall cease and each such share shall not constitute a Dissenting Share and Shares shall be treated as if it had deemed to have been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a the right to receive from Parent Common Stock upon the Final Surviving Corporation the portion of the Merger Consideration deliverable terms and conditions set forth in respect thereof as determined in accordance with this Article III, without any interest thereon Agreement applicable to holders that have not properly demanded appraisal rights. A Company Party shall give Parent prompt notice (and in any event within three (3) Business Days) of any demands received by such holder Company Party for appraisal of shares of Company Parties Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL or the TBOC, as applicable, and received by such Company Party relating to rights to be paid the fair value of Dissenting Shares, and Parent shall be treated as have the right to participate in and, following the Effective Time, direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without Party shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands or waive any failure to timely deliver a written demand for payment. From and after appraisal or otherwise comply with the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to provisions under Section 262 of the DGCL shall be entitled DGCL, Subchapter H, Chapter 10 of the TBOC, or agree or commit to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or do any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, if required under the DGCL, but only to the extent required thereby, Shares (“Dissenting Shares”) that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders (“Dissenting Stockholders”) who (a) have not voted in favor of this Article IIIor consented in writing to the Merger, (b) in the Dissenting Shares manner provided in Section 262 of the DGCL, shall have delivered a written demand for appraisal for such Shares, if the Merger is effectuated, in the time and manner provided in the DGCL, and (c) shall not have failed to perfect or shall not have effectively withdrawn or lost their rights to appraisal under the DGCL, shall not be converted into a the right to receive any portion of the Merger Consideration and the holders thereof shall Price, but shall, in lieu thereof, be entitled to such rights receive the consideration as are granted by shall be determined pursuant to Section 262 of the DGCL; provided, however, that any such holder who shall have failed to perfect or shall have effectively withdrawn or lost his, her, or its right to appraisal and payment under the DGCL, if any, shall thereupon be deemed to have had such person’s Shares converted, at the Effective Time, into the right to receive the Merger Price in accordance with the provisions of Section 2.07, without any interest or dividends thereon, upon surrender of Share Certificates representing the Shares. Each holder Notwithstanding anything to the contrary contained in this Section 2.12, if (i) the Merger is rescinded or abandoned or (ii) the stockholders of the Company revoke the authority to effect the Merger, then the right of any Dissenting Stockholder to be paid the fair value of such Dissenting Stockholder’s Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights cease as provided in Section 10 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will shall give Buyer reasonable Parent prompt notice of all written any demands, withdrawals, or other notices received by the Company pursuant for or with respect to Section 262 appraisals of the DGCLShares. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldthe Parent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demand for payment. From demands and after the First Effective Time, no stockholder who has properly exercised all negotiations and perfected appraisal rights pursuant to Section 262 of the DGCL proceedings with respect thereto shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made directed by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesParent.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the foregoing contrary, and to the extent available under the BVI Act, if a holder of Shares properly demands in writing, and does not withdraw or lose its dissenters’ rights for such Shares in accordance with Section 179 of the BVI Act (the “Dissenting Shares”) and otherwise complies with all provisions of this Article IIIthe BVI Act relevant to the exercise and perfection of dissenters’ rights, (i) if such demand occurs before the Effective Time, the Dissenting Shares shall not be converted will automatically convert at the Effective Time into a right to receive an amount for such Dissenting Shares calculated in accordance with Section 179 of the BVI Act (the “Dissenter Consideration”), and (ii) if such demand occurs at or after the Effective Time, any right to receive the Merger Consideration in respect of such Dissenting Shares will immediately and automatically convert into the right to receive the Dissenter Consideration. For the avoidance of doubt, from and after the Effective Time, the Dissenting Shares will automatically be cancelled and will cease to exist or be outstanding and each shareholder who has properly exercised such dissenters’ rights will cease to be a member of the Company (and will not be a member of the Surviving Company) and will not have any rights of a shareholder of the Company or the Surviving Company with respect to the Dissenting Shares (including any right to receive such holder’s portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; providedConsideration), however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit except the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as receive payment of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion fair value of the Merger Consideration deliverable in respect thereof Dissenting Shares held by such holder as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 179 of the DGCL. Without the prior written consent of Buyer (which shall not be unreasonably withheldBVI Act, conditioned or delayed)unless, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised such holder fails to perfect or withdraws or otherwise loses his, her or its right to dissent, in which case the Dissenting Shares will be converted into and perfected appraisal rights pursuant represent only the right to Section 262 receive the Merger Consideration, without interest thereon, upon surrender of the DGCL shall be entitled to vote his Certificates or her Shares for any purpose or receive payment of dividends or other distributions Book-Entry Shares, in accordance with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Shares2.2.

Dissenting Shares. Notwithstanding any other provision contained in this Agreement, shares of Company Common Stock that are issued and outstanding as of the foregoing provisions Effective Time and that are held by a shareholder who has perfected his or her right to dissent under the BCA and has not effectively withdrawn or lost such right as of this Article III, the Effective Date (any such shares being referred to herein as “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion of the Merger Consideration as provided in Section 2.7(b) and the holders thereof instead shall be entitled to such rights (but only such rights) as are granted by Section 262 the BCA (unless and until such shareholder shall have failed to perfect, or shall have effectively withdrawn or lost, such shareholder’s right to dissent from the Merger under the BCA) and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCLBCA. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if If any such shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right prior to the Election Deadline, each of such holder’s shares of Company Common Stock shall thereupon be deemed to be Non-Election Shares for all purposes of this Agreement, unless such shareholder shall thereafter otherwise make a timely Election under this Agreement. If any holder of Dissenting Shares shall have so failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have has effectively withdrawn such holder’s demand for appraisal of such shares or lost such holdershareholder’s right to appraisal and payment for dissent from the Merger after the Election Deadline, each of such holder’s shares under Section 262 of the DGCL, such holder Company Common Stock shall forfeit the right thereupon be deemed to appraisal of such shares have been converted into and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and convertedhave become, as of the First Effective Time, into a the right to receive from the Final Surviving Corporation Stock Consideration or the portion of the Merger Consideration deliverable in respect thereof Cash Consideration, or a combination thereof, as determined by Parent in accordance its sole discretion (subject to Section 2.7(g)). Company shall give Parent (i) prompt notice of any notice or demand for appraisal or payment for shares of Company Common Stock received by Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with this Article IIIrespect to any such demand or notices. Company shall not, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle, offer for settle or offer to settle, otherwise negotiate any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesdemands.

Dissenting Shares. Notwithstanding Section 3.1(b) hereof, to the foregoing provisions extent that holders thereof are entitled to appraisal rights under Section 262 of this Article IIIDelaware Law, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfected his or her demand for appraisal rights under Section 262 of Delaware Law (the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion of the applicable Merger Consideration and Consideration, but, instead, the holders thereof of such Dissenting Shares shall be entitled to receive such rights consideration as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares shall be determined pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCLDelaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s his or her right to appraisal and payment for under Delaware Law, such holder’s shares under Section 262 of Company Common Stock shall thereupon be deemed to have been converted as of the DGCL, such holder shall forfeit Effective Time into the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to receive the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the applicable Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without any interest thereon (thereon, and such holder shares shall not be treated as a Company Stockholder)deemed to be Dissenting Shares. The Company will shall give Buyer reasonable (i) prompt notice of all written notices received by the Company any demands for appraisal filed pursuant to Section 262 of Delaware Law received by the DGCLCompany, withdrawals of such demands and any other instruments served or delivered in connection with such demands pursuant to Delaware Law and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands made pursuant to Section 262 of Delaware Law. Without The Company shall not (x) make any payment with respect to any such demand, (y) offer to settle, settle or approve any withdrawal or other treatment of, any such demand or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law, except in each case with the prior written consent of Buyer (Buyer, which consent shall not be unreasonably withheld, conditioned delayed or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any conditioned; provided that no such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL consent shall be entitled to vote his required if such actions are required by Delaware Law or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time)court order. Notwithstanding anything herein to the contrary, any Any payments required to be made with respect to holders of the Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (and not the Company or any Acquisition Sub) and the Merger Consideration shall be reduced, on a dollar for dollar basis, as if the holder of its Affiliates except for such Dissenting Shares had not been a stockholder on the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesClosing Date.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary, any issued and outstanding shares of Company Common Stock held by a Person (a “Dissenting Stockholder”) who has not voted in favor of or consented to the adoption of this Agreement and has properly perfected dissenter’s rights in accordance with the provisions of this Article IIISection 262 of the DGCL (each, the a “Dissenting Shares Share”), if any, shall not be converted into a the right to receive any portion of the Merger Consideration and Consideration, but shall become the holders thereof shall right to receive such consideration as may be entitled determined to be due to such rights as are granted by Dissenting Stockholder to the extent permitted by, and in accordance with the provisions and pursuant to the procedures of, Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided Stockholder, under the circumstances permitted by and in Section 262 of accordance with the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn affirmatively withdraws such holder’s demand for appraisal of such shares or lost Dissenting Shares, (ii) if any Dissenting Stockholder fails to establish such holder’s right entitlement to appraisal and dissenters’ rights as provided in the DGCL or (iii) if any Dissenting Stockholder takes or fails to take any action the consequence of which is that such holder is not entitled to payment for such holder’s shares under Section 262 of the DGCLDGCL for such holder’s shares, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and each such share shares of Company Common Stock shall not constitute a Dissenting Share and shall thereupon be treated as if it had deemed to have been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and represent the right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable (without interest) payable in respect thereof of such shares of Company Common Stock. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL and as determined provided in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)the previous sentence. The Company will shall give Buyer reasonable Parent prompt notice of all written notices any demands received by the Company pursuant for appraisal of shares of Company Common Stock, and Parent shall have the right to Section 262 of the DGCL. Without the prior written consent of Buyer participate in (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent the opportunity to participate in) all negotiations and proceedings with respect to such demands. The Company shall not voluntarily settle, make any payment payments with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions claim with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by without the Final Surviving Corporation out prior written consent of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesParent.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary (but subject to the provisions of this Article IIISection 2.3), Company Shares outstanding immediately prior to the Effective Time (other than Company Shares cancelled in accordance with Section 2.1(b)) and held by a holder who did not vote in favor of the adoption of this Agreement, and who is entitled to demand and has properly demanded appraisal for such Company Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Company Shares, the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion of the Per Share Merger Consideration Consideration. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled shall cease to payment for such shares pursuant have any rights with respect thereto, except the rights granted to them under Section 262 of the DGCL shall receive payment therefor from (the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if “Dissenting Stockholder Consideration”). If any such holder of Dissenting Shares shall have failed fails to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCLperfect or otherwise waives, withdraws or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s loses his right to appraisal and payment for such holder’s shares under Section 262 of the DGCLDGCL or other applicable Law, then the right of such holder shall forfeit to be paid the right to appraisal Dissenting Stockholder Consideration in respect of such shares Dissenting Shares shall cease and each such share Dissenting Shares shall not constitute a Dissenting Share and shall thereupon be treated as if it had deemed to have been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and shall be exchangeable solely for the right to receive from the Final Surviving Corporation the portion Per Share Merger Consideration, without interest and subject to any withholding of the Merger Consideration deliverable in respect thereof as determined Taxes required by applicable Law in accordance with this Article III, without any interest thereon (2 and such holder shall not thereafter be treated as a Company Stockholder)deemed to be Dissenting Shares. The Company will shall give Buyer reasonable Parent prompt written notice of all written notices any demands received by the Company for appraisal of Company Shares, any waiver or withdrawal of any such demand, and any other demands, notices or instruments served pursuant to Section 262 of the DGCLDGCL and received by the Company relating to rights to be paid the Dissenting Stockholder Consideration for such Dissenting Shares, and Parent shall have the opportunity and right to participate in and control all negotiations and proceedings with respect to such demands. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settlecompromise, any such demand for payment. From and after the First Effective Timedemands, no stockholder who has properly exercised and perfected appraisal rights pursuant or approve any withdrawal of any such demands, or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (foregoing, except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments extent required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesapplicable Law.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders who are properly demanding appraisal rights pursuant to, and who are complying in all respects with, the provisions of this Article III, Section 262 of the Corporation Law (the “Dissenting Shares Shares”) shall not be converted into a or be exchangeable for the right to receive any portion of the Merger Consideration and Consideration, but shall be converted into the right to receive such consideration as may be determined to be due to the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; providedLaw, however, that (i) if any unless and until such holder of Dissenting Shares holders shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right their rights to appraisal and payment for such holder’s shares under Section 262 of the DGCL, Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the Corporation Law. If any such holder shall forfeit have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and convertedreceive, as of the First later of the Effective Time, into a Time and the time that such right to receive from the Final Surviving Corporation the portion of appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without any interest thereon (and such holder shall be treated as a Company Stockholder)thereon. The Company will shall give Buyer reasonable Parent and Merger Sub (a) prompt notice of all any written notices demands for appraisal of any Shares (or written threats thereof), withdrawals of such demands and any other instruments served pursuant to the Corporation Law and received by the Company pursuant relating to Section 262 rights to be paid the “fair value” of Dissenting Shares, and (b) the DGCLright to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the Corporation Law. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned voluntarily make or delayed), the Company shall not voluntarily agree to make any payment with respect toto any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands, approve any withdrawal of any such demands, or settle or offer agree to settle, do any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article IIICompany Common Stock outstanding immediately prior to the Effective Time and owned by a holder who is entitled to demand and has properly demanded appraisal for such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion the Per Share Merger Consideration, and shall instead represent the right to receive payment of the Merger Consideration fair value of such Dissenting Shares in accordance with and to the holders thereof shall be entitled to such rights as are granted extent provided by Section 262 of the DGCL. Each holder of At the Effective Time, (a) all Dissenting Shares who becomes entitled shall be cancelled, extinguished and cease to payment for such shares pursuant to Section 262 of exist and (b) the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder holders of Dissenting Shares shall have failed be entitled only to establish such holder’s entitlement to appraisal rights as provided in Section 262 of may be granted to them under the DGCL, or (ii) if . If any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares fails to perfect or lost otherwise waives, withdraws or loses such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCLDGCL or other applicable Law, then the right of such holder shall forfeit to be paid the right to appraisal fair value of such shares Dissenting Shares shall cease and each such share shall not constitute a Dissenting Share and Shares shall be treated as if it had deemed to have been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and shall be exchangeable solely for the right to receive from the Final Surviving Corporation the portion of the Per Share Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will shall give Buyer reasonable Acquiror prompt notice (and in any event within two Business Days) of all written notices any demands received by the Company for appraisal of shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Acquiror shall have the DGCLright to participate in and direct all negotiations and proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldAcquiror, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands or waive any failure to timely deliver a written demand for payment. From and after appraisal or otherwise comply with the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to provisions under Section 262 of the DGCL shall be entitled DGCL, or agree or commit to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or do any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, to the extent that holders of this Article IIICompany Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Company Merger Effective Time and held by a holder who has properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Shares Shares”), shall not be converted into a the right to receive any portion of the Merger Consideration and Consideration, but the holders thereof of such Dissenting Shares shall be entitled to receive such rights consideration as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares shall be determined pursuant to Section 262 of the DGCL (it being understood and acknowledged that at the Company Merger Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive payment therefor from the Final Surviving Corporation “fair value” of such Dissenting Shares as determined in accordance with Section 262 of the DGCL); provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s his, her or its right to appraisal and payment for under the DGCL (whether occurring before, at or after the Company Merger Effective Time), such holder’s shares under Section 262 of Company Common Stock shall thereupon be deemed to have been converted as of the DGCL, such holder shall forfeit Company Merger Effective Time into the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without any interest thereon (thereon, and such holder shares shall not be treated as a Company Stockholder)deemed to be Dissenting Shares. The Company will shall give Buyer reasonable prompt notice to Parent of all written notices any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company pursuant relating to Section 262 of appraisal demands, and Parent shall have the DGCLright to participate in all negotiations and Proceedings with respect to such demands. Without Prior to the Company Merger Effective Time, the Company shall not, without the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, to or settle or compromise or offer to settle, settle or compromise any such demand for payment. From and after the First Effective Timeor Proceeding, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary, any issued and outstanding Company Shares held by a person entitled to vote on the Merger who has neither voted in favor of the Merger nor consented in writing thereto (each, a "Dissenting Shareholder") and who otherwise complies with all the applicable provisions of this Article IIIthe CGCL concerning the rights of holders of Company Shares to dissent from the Merger and require purchase by the Company of their Company Shares (the "Dissenting Shares") shall not be canceled as described in Section 3.1(b) but shall become the right to receive such payment as may be determined to be due to such Dissenting Shareholder pursuant to the CGCL. If, after the Effective Time, such Dissenting Shareholder withdraws his, her or its demand for purchase of the Dissenting Shares (with the Company's consent) or fails to perfect or otherwise loses his, her or its status as a Dissenting Shareholder, in any case pursuant to the CGCL, each of his, her or its Company Shares shall not be deemed to be canceled as of the Effective Time and converted into a the right to receive any portion the Merger Consideration, in the manner contemplated by Section 3.1(b) without interest thereon. The notice to be sent to Company Shareholders pursuant to CGCL ss.1301 shall designate the closing price of Company Shares on the OTC Bulletin Board System on the trading day prior to the date of this Agreement as the fair market value of the Merger Consideration and the holders thereof Dissenting Shares. The Company shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that give Parent (i) if prompt notice of any such holder written demand for purchase of the Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 the applicable provisions of the DGCLCGCL and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned make an offer of any payment or delayed), the Company shall not voluntarily make any payment with respect to, or settle to any such demands or offer to settle, settle or settle any such demand for paymentdemands. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant Any communication to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will Company to any shareholder, court or appraiser with respect to such demands shall be supplied submitted to Parent sufficiently in advance for that purposeParent to review such communication and shall not be presented to any shareholder, directly court or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesappraiser without Parent's written consent.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a stockholder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of this Article IIISection 262 of the Delaware Law (such stockholders, the “Dissenting Shares Stockholders” and such shares of Company Common Stock, the “Dissenting Shares”), shall not be converted into a or be exchangeable for the right to receive any portion of the Merger Consideration and the holders thereof Consideration, but instead such holder shall be entitled to payment of the fair value of such rights as are granted by Dissenting Shares in accordance with the provisions of Section 262 of the DGCL. Each holder of Delaware Law (and, at the Effective Time, such Dissenting Shares who becomes entitled shall no longer be outstanding and shall automatically be canceled and shall cease to payment for exist, and such shares pursuant holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; providedDelaware Law), however, that (i) if any unless and until such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively waived, withdrawn such holder’s demand for or lost rights to appraisal of such shares under the Delaware Law. If any Dissenting Stockholders shall have failed to perfect or shall have effectively waived, withdrawn or lost such holder’s right rights, the Dissenting Shares held by such Dissenting Stockholder shall thereupon be deemed to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had have been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a the right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable as provided in respect thereof as determined in accordance with this Article IIISection 2.02, without any interest thereon (and such holder shall be treated as a Company Stockholder)interest. The Company will shall give Buyer reasonable Parent prompt notice of all any written notices demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company pursuant relating to stockholders’ rights of appraisal in accordance with the provisions of Section 262 of the DGCLDelaware Law, and Parent shall have the right to direct all negotiations and proceedings with respect to all such demands. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer or agree to settle, settle any such demand for paymentdemands. From and after Any portion of the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights Merger Consideration made available to the Exchange Agent pursuant to Section 262 2.03 to pay for shares of the DGCL Company Common Stock for which appraisal rights have been perfected shall be entitled returned to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesParent upon demand.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary (but subject to the provisions of this Article IIISection 2.3), 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 who complies in all respects with, Section 262 of the DGCL (such shares, the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion of the Merger Consideration Consideration. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist, and the holders thereof of Dissenting Shares shall only be entitled to the rights granted to them under the DGCL with respect to such rights as are granted by Section 262 of the DGCLDissenting Shares. Each If any such holder of Dissenting Shares who becomes entitled fails to payment for such shares pursuant perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL shall receive payment therefor from or other applicable Law, then the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any right of such holder to be paid the fair value of such Dissenting Shares shall have failed to establish cease and such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall be deemed to have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and shall be exchangeable solely for the right to receive from the Final Surviving Corporation the portion Merger Consideration, without interest and subject to any withholding of Taxes required by applicable Law as provided in Section 2.5, upon surrender of the Merger Consideration deliverable Certificates or Book-Entry Shares that formerly evidenced such Shares in respect thereof as determined the manner provided in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)Section 2.2. The Company will shall give Buyer reasonable Parent prompt notice of all written notices any demands received by the Company for appraisal of Shares and any other instruments served pursuant to Section 262 the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the DGCLright to participate in all negotiations and proceedings with respect to such demands for appraisal. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer Parent (which shall not to be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settlecompromise, any such demands, waive any failure to timely deliver a written demand for paymentappraisal under the DGCL, approve any withdrawal of any such demands or propose or otherwise agree to do any of the foregoing. From For purposes of this Section 2.3, “participate” means that Parent shall be kept apprised of the proposed material strategy and after the First Effective Time, no stockholder who has properly exercised and perfected other material decisions with respect to demands for appraisal rights pursuant to Section 262 of the DGCL shall be entitled in respect of Dissenting Shares (to vote his or her Shares for any purpose or receive payment the extent that the maintenance by the Company of dividends the attorney-client or other distributions applicable legal privilege is not (or could not reasonably be expected to be) jeopardized or otherwise affected in any respect), and Parent may offer comments or suggestions with respect to his such demands (which the Company shall consider in good faith) but shall not be afforded any decision-making power or her Shares (other authority over such demands, except dividends and distributions payable with respect to stockholders the provision of record at a date which is its consent to any payment, settlement or compromise set forth above prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Shares.

Dissenting Shares. Notwithstanding Any holder of shares of Company Stock issued and outstanding immediately prior to the foregoing Effective Time with respect to which dissenters’ rights, if any, are available by reason of the Merger pursuant to the applicable provisions of this Article III, the DGCL who has not voted in favor of the Merger or consented thereto in writing and who complies with the applicable provisions of the DGCL (“Dissenting Shares Shares”) shall not be converted into a right entitled to receive any portion of the Merger Consideration and pursuant to this Article I, unless such holder fails to perfect, effectively withdraws or loses its dissenters’ rights under the holders thereof DGCL. Such holder shall be entitled to receive only such rights as are granted by Section 262 under the applicable provisions of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if If any such holder of Dissenting Shares shall have failed fails to establish perfect, effectively withdraws or loses such holder’s entitlement to appraisal dissenters’ rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder Dissenting Shares shall forfeit thereupon be deemed to have been converted as of the Effective Time into the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with to which such shares of Company Stock are entitled pursuant to this Article IIII, without any interest thereon (and such holder shall be treated as a Company Stockholder)interest. The Company will shall give Buyer reasonable Parent prompt notice of all written notices any demands for appraisal pursuant to the applicable provisions of the DGCL received by the Company, withdrawals of any such demands and any other documents or instruments received by the Company pursuant in connection therewith. Parent shall have the right to Section 262 of the DGCLparticipate in and direct all negotiations and proceedings with respect to any such demands. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Timedemands, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions foregoing. Any payments made with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made solely by the Final Surviving Corporation out of its own funds. No Corporation, and no funds will or other property have been or shall be supplied for that purposeprovided by Parent, directly or indirectly, by Buyer (Merger Sub or any of its Parent’s Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharessuch payment.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, to the extent that holders of this Article IIICompany Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Shares Shares”), shall not be converted into a the right to receive any portion of the Merger Consideration and Consideration, but the holders thereof of such Dissenting Shares shall be entitled to receive such rights consideration as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares shall be determined pursuant to Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive payment therefor from the Final Surviving Corporation “fair value” of such Dissenting Shares as determined in accordance with Section 262 of the DGCL); provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s his, her or its right to appraisal and payment for under the DGCL (whether occurring before, at or after the Effective Time), such holder’s shares under Section 262 of Company Common Stock shall thereupon be deemed to have been converted as of the DGCL, such holder shall forfeit Effective Time into the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without any interest thereon (thereon, and such holder shares shall not be treated as a Company Stockholder)deemed to be Dissenting Shares. The Company will shall give Buyer reasonable prompt notice to Parent of all written notices any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company pursuant relating to Section 262 of appraisal demands, and Parent shall have the DGCLright to participate in all negotiations and Proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, without the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, to or settle or compromise or offer to settle, settle or compromise any such demand for payment. From and after the First Effective Timeor Proceeding, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding the foregoing provisions any provision of this Article IIIAgreement to the contrary, including Section 3.01, Shares issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 3.01(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly demanded appraisal of such shares in accordance with Section 262 of the DGCL (such Shares being referred to collectively as the “Dissenting Shares Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Shares) shall not be converted into or represent a right to receive any portion of the Merger Consideration and the holders thereof Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL. Each ; provided, however, that if, after the Effective Time, such holder of Dissenting Shares who becomes entitled fails to payment for perfect, withdraws or loses such shares holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, determine that (i) if any such holder of Dissenting Shares shall have failed is not entitled to establish such holder’s entitlement to appraisal rights as the relief provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under by Section 262 of the DGCL, such holder Shares shall forfeit be deemed to have been converted as of the Effective Time into the right to appraisal receive the Merger Consideration in accordance with Section 3.01(b), without interest thereon, upon surrender of such shares and each Certificate formerly representing such share shall not constitute a Dissenting Share and shall be treated as if it had been a or transfer of such Book-Entry Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)case may be. The Company will give Buyer reasonable shall provide Parent prompt written notice of all written notices any demands received by the Company for appraisal of Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCLDGCL that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without Except with the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed)Parent, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any Any payments required to be made to holders in respect of Dissenting Shares pursuant to this Section 3.10 shall be made by Parent and/or the Final Surviving Corporation out and not by the Company, Merger Sub or by the Exchange Agent, and the Merger Consideration (and the Payment Fund) shall be reduced on a dollar-for-dollar basis, as if the holder of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for such Dissenting Shares had not been a stockholder on the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesClosing Date.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, except the last sentence of this Article IIISection 3.03, Target Common Shares that are issued and outstanding immediately prior to the Effective Time and which are held by shareholders who shall not have voted such shares in favor of the Merger and who shall have timely filed with Target a written objection to the Merger and timely delivered to Target a written demand for the payment of the fair value of such Target Common Shares (“Dissenting Shares Shares”) in the manner provided in Chapter 92A of the NRS shall not be converted into a the right to receive any portion receive, or be exchangeable for, the applicable consideration to be paid to the holders of the Merger Consideration and such shares pursuant to Section 3.01 above, but the holders thereof shall be entitled to such rights as are granted by Section 262 payment of the DGCL. Each holder fair value of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation as determined in accordance with the DGCLprovisions of Chapter 92A of the NRS; provided, however, that if (i) if any such holder of Dissenting Shares shall have failed to establish subsequently deliver a written withdrawal of such holder’s entitlement to appraisal rights as provided in Section 262 demand with the written consent of the DGCLTarget, or (ii) if any such holder the Merger shall be abandoned, terminated or rescinded, or (iii) the shareholders of Dissenting Shares Target or Parent shall fail to approve the Merger, or (iv) no demand or petition for the determination of fair value by a court shall have effectively withdrawn been made or filed within the time provided in Chapter 92A of the NRS, or (v) a court of competent jurisdiction shall determine that such holder’s demand for appraisal shareholder is not entitled to the relief provided by Chapter 92A of the NRS, then the right of such shareholder to be paid the fair value of his shares shall cease and his status as a shareholder shall be restored retroactively without prejudice to any corporate proceeding which may have been taken by Target during the interim, and, in cases (i), (iv) or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL(v), such holder shares shall forfeit thereupon be converted into the right to appraisal of such shares receive, and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and convertedexchangeable for, as of the First Effective Time, into a right the consideration to receive from be paid to the Final Surviving Corporation the portion holders of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company shares pursuant to Section 262 of 3.01 above. Target agrees that, prior to the DGCL. Without Effective Time and without the prior written consent of Buyer (which shall Parent, it will not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at objection by a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders holder of Dissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article IIICompany Stock outstanding immediately prior to the Effective Time and held by a Company Stockholder entitled to vote in respect of such shares of Company Stock who has not voted in favor of the Merger or consented thereto in writing or by electronic transmissions and has properly demanded appraisal for such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, “Dissenting Shares Shares”), shall not be converted into a the right to receive any portion of the Merger Consideration and shall instead represent the holders thereof shall be entitled right to receive payment of the fair value of such rights as are granted Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL. Each holder At the Effective Time, (i) all Dissenting Shares shall be cancelled, extinguished and cease to exist and (ii) the holders of Dissenting Shares who becomes shall be entitled to payment for only such shares pursuant rights as may be granted to him, her or it under the DGCL. If any such Company Stockholder fails to perfect or otherwise waives, withdraws or loses such Company Stockholder’s right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such Dissenting Shares under Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any cease and such holder of Dissenting Shares shall be deemed to have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and shall only represent the right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined upon the surrender of such shares in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will shall give Buyer reasonable Acquiror reasonably prompt notice of all written notices any demands received by the Company for appraisal of shares of Company Stock, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Acquiror shall have the DGCLright to participate in and direct all negotiations and proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer Acquiror (which shall such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands or waive any failure to timely deliver a written demand for payment. From and after appraisal or otherwise comply with the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to provisions under Section 262 of the DGCL shall be entitled DGCL, or agree or commit to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or do any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding any other provision of the foregoing provisions Merger Agreement, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and which are held by a holder of shares of Company Common Stock who shall have (i) duly given written notice to the Company, prior to the taking of the vote by the Company's shareholders on approval of this Article IIIPlan of Merger, of such holder's intent to dissent from the Merger and demand payment of the "fair value" of such shares in accordance with Chapter 13 of the South Carolina Business Corporation Act (the "Dissenters' Rights Provisions"), (ii) not voted such shares in favor of the Merger (other than a vote by proxy that does not disqualify such holder under the Dissenters' Rights Provisions), and (iii) not withdrawn, waived or otherwise lost or forfeited such holder's dissenter's rights under the Dissenters' Rights Provisions prior to the Effective Time (collectively, the "Dissenting Shares Shares"), shall not be converted into a or represent the right to receive any portion part of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCLConsideration. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Such Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of instead be converted into the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation payment of the portion "fair value" thereof in accordance with the Dissenters' Rights Provisions. All Dissenting Shares held by holders who after the Effective Time shall have failed to perfect or who effectively shall have withdrawn, waived or otherwise lost or forfeited their dissenters' rights under such Dissenters' Rights Provisions shall thereupon be deemed to have been converted into and to become exchangeable, as of the Effective Time, for the right to receive, without any interest or dividend thereon, the appropriate part of the Merger Consideration, upon surrender, in the manner provided in this Section 6, of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. Upon application by the Surviving Corporation to the Exchange Agent therefor, accompanied by the Certificate or Certificates formerly evidencing Dissenting Shares and a certificate of the Surviving Corporation to the effect that there has been paid, or will be paid contemporaneously with the remittance to the Surviving Corporation of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and otherwise allocable to such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed)Dissenting Shares, the Company shall not voluntarily make any payment with respect toamount to which the holder thereof is entitled, or settle or offer has agreed with the Surviving Corporation to settlereceive, any as payment for such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 the exercise of such holder's dissenters' rights, then the Exchange Agent shall remit to the Surviving Corporation that part of the Merger Consideration otherwise (but for the exercise of such dissenters' rights) allocable to such Dissenting Shares. In such event, remittance to the Surviving Corporation shall be made by a full acquittance of the Final Surviving Corporation out Exchange Agent with respect thereto, and, to the extent such payment was not previously made, the holder of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for such Dissenting Shares shall look only to the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments the payment to holders of which such holder is entitled with respect to such Dissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary and to the extent available under Section 262 of the DGCL, any share of Common Stock that is issued and outstanding immediately prior to the Effective Time and that is held by a Common Stockholder who did not consent to or vote (by a valid and enforceable proxy or otherwise) in favor of the approval of this Agreement, which Common Stockholder complies with all of the provisions of this Article IIIthe DGCL relevant to the exercise and perfection of dissenters’ rights (such share being a “Dissenting Share,” and such Common Stockholder being a “Dissenting Stockholder”), the Dissenting Shares shall not be converted into a the right to receive any portion the consideration to which the holder of the Merger Consideration and the holders thereof such share would be entitled pursuant to Section 1.02 but rather shall be entitled converted into the right to receive such consideration as may be determined to be due with respect to such rights as are granted by Dissenting Share pursuant to Section 262 of the DGCL. Each holder of If any Dissenting Stockholder fails to perfect such stockholder’s dissenters’ rights under the DGCL or effectively withdraws or otherwise loses such rights with respect to any Dissenting Shares, such Dissenting Shares who becomes entitled shall thereupon automatically be converted into the right to payment for receive the consideration referred to in Section 1.02, pursuant to the exchange procedures set forth in Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, if the Merger is rescinded or abandoned, then the right of a stockholder to be paid the fair value of such shares holder’s Dissenting Shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)cease. The Company will shall give Buyer reasonable the Parent (A) prompt notice of all written notices any demands for appraisal received by the Company Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 the DGCL and received by or on behalf of the DGCLCompany in respect of the Dissenting Shares and (B) a reasonable opportunity to participate in all material communications, negotiations and proceedings with respect to demands for appraisal under the DGCL in respect of the Dissenting Shares. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect toto any demands for appraisal, or settle or offer to settle, settle any such demand demands for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 in respect of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Mergers (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of this Article III, Section 262 of the DGCL (the “Dissenting Shares Stockholders”) shall not be converted into a or be exchangeable for the right to receive any portion of the Merger Consideration and the holders thereof Consideration, but instead such holder shall be entitled to receive such rights consideration as are granted by Section 262 of the DGCL. Each holder of may be determined to be due to such Dissenting Shares who becomes entitled to payment for such shares Stockholder pursuant to Section 262 of the DGCL shall receive payment therefor from (“Dissenting Stockholder Consideration”) (and at the Final Surviving Corporation in accordance with the DGCL; providedEffective Time, however, that (i) if any such holder of Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have failed to establish such holder’s entitlement to appraisal any rights as provided with respect thereto, except the rights set forth in Section 262 of the DGCL), or (ii) if any unless and until such holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn such holder’s demand for or lost its right to appraisal of such shares under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment for right, such holder’s shares under Section 262 of the DGCL, such holder shall forfeit thereupon be treated as if they had been converted into and become exchangeable for the right to appraisal receive, as of the Effective Time, the Merger Consideration for each such Share, and such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior Cash Election Shares under this Agreement and shall not be subject to the First Effective Time and converted, as provisions of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company StockholderSection 2.3(g). The Company will shall give Buyer reasonable Parent prompt notice and a copy of all any written notices demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company pursuant relating to Section 262 Company Stockholders’ rights of appraisal, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Company stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the DGCLCompany. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 demands or approve any withdrawal of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharessuch demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions of this Article IIIcontrary, no Share, the Dissenting Shares shall not be converted into a right to receive any portion holder of the Merger Consideration and the holders thereof which shall be entitled to such rights as are granted by Section 262 assert, and shall have complied with the provisions of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL as to, dissenter's rights (a "Dissenting Share"), shall be deemed converted into and to represent the right to receive payment therefor Merger Consideration hereunder, and the holders of Dissenting Shares, if any, shall be entitled to payment, solely from the Final Surviving Corporation 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 DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of shall, under the circumstances permitted by the DGCL, subsequently deliver a written withdrawal of his or her demand for appraisal of such Dissenting Shares, or (ii) if any holder fails to establish his or her entitlement to rights to payment as provided in such Section 262, or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation has filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in such Section 262, such holder or holders (as the case may be) shall have effectively withdrawn forfeit such holder’s demand right to payment for such Dissenting Shares pursuant to such Section 262, and each such Share shall not be considered a Dissenting Share but shall thereupon be converted into, and treated as, a Non-Election Share in accordance with, and subject to the provisions of, this Article IV. The Company shall give Parent (X) prompt notice of any written demands for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCLany Shares, such holder shall forfeit the right to appraisal attempted withdrawals of such shares demands, and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices other instruments received by the Company pursuant relating to Section 262 shareholders' rights of appraisal and (Y) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect toto any demands for appraisals of Shares, offer to settle or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 demands or approve any withdrawal of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharessuch demands.

Dissenting Shares. Notwithstanding Section 3.1(b), to the foregoing provisions extent that holders thereof are entitled to appraisal rights under Section 262 of this Article IIIthe DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL (the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion of the Merger Consideration and Consideration, but the holders thereof of such Dissenting Shares shall be entitled to receive such rights consideration as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares shall be determined pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s his or her right to appraisal and payment for under the DGCL, or a court of competent jurisdiction shall determine that such holder’s shares under holder is not entitled to the relief provided by Section 262 of the DGCL, such holder holder’s shares of Company Common Stock shall forfeit thereupon be deemed to have been converted as of the Effective Time into the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without any interest thereon thereon, and such shares shall not be deemed to be Dissenting Shares. Any payments required to be made with respect to the Dissenting Shares shall be made by Parent (and such holder not the Company or Acquisition Sub), and the Total Common Merger Consideration shall be treated reduced, on a dollar for dollar basis, as if the holder of such Dissenting Shares had not been a Company Stockholder)stockholder on the Merger Closing Date. Any portion of the Total Common Merger Consideration made available to the Paying Agent pursuant to Section 3.2 to pay for Dissenting Shares will be returned to Parent upon demand. The Company will shall give Buyer reasonable Parent (a) prompt notice of any written demands for appraisal or payment of the fair value of any shares of Company Common Stock or withdrawals of such demands and (b) the opportunity to participate in and direct all written notices received by the Company pursuant negotiations and proceedings with respect to demands for appraisal under Section 262 of the DGCL. Without Prior to the Effective Time, the Company will not, without the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Timedemands, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding the foregoing provisions of this Article III, the Dissenting Shares shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein in this Agreement to the contrary, any payments shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by shareholders of the Company who shall be entitled to dissent and appraisal rights under Article 13 of the North Carolina Corporation Law ("DISSENTING SHAREHOLDERS"), who shall give notice of their intent to demand payment for their shares in accordance with Article 13 of the North Carolina Corporation Law if the Share Exchange is effectuated, and who shall have preserved such shareholder's right to receive payment for such shares by taking those actions required by such Article 13 within the time periods stipulated therein (collectively, the "DISSENTING SHARES"), shall not be exchanged for or represent the right to receive the Share Exchange Consideration, but instead shall be cancelled as of the Effective Time and the Dissenting Shareholders shall be entitled to receive the amounts determined in accordance with the provisions of such Article 13. The Company shall pay any cash amounts required to be made paid under Article 13 with respect to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation solely with cash out of its own fundsfunds of the Company. No funds will shall be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation)Parent, nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) and Parent shall not directly or indirectly reimburse the Final Surviving Corporation Company for any payments to holders dissenters. In the event that at the Effective Time Dissenting Shareholders shall have complied with the provisions of Section 55-13-21 of the North Carolina Corporation Law but shall not have demanded payment for and deposited their Dissenting SharesShares in accordance with Section 55-13-23 of the North Carolina Corporation Law (but the time period for doing so shall not have lapsed), then at the Effective Time such shares shall remain issued and outstanding shares of the Company and will be held in escrow by the Company for the benefit of the Company or Parent, as the case may be. In the event that a Dissenting Shareholder complies with all applicable provisions of Article 13 after the Effective Time, the Dissenting Shares formerly held by such shareholder shall automatically be cancelled and payment therefor shall be made by the Company as provided in Article 13. In the event that a Dissenting Shareholder does not comply with the provisions of Article 13, the Dissenting Shares formerly held by such shareholder will be released from escrow and thereupon transferred to Parent in accordance with Section 2.1(e) above, and the former holder thereof shall have the right to receive the Share Exchange Consideration in accordance with the terms hereof. The Company shall give Parent prompt notice of any notice, demand for payment or other document or instrument received by the Company relating to the exercise of dissenters' rights under the North Carolina Corporation Law with respect to the Share Exchange, and the Parent shall have the right, for itself and the Company, to direct all negotiations, actions and proceedings with respect to the exercise of such dissenters' rights. The Company shall not, except with the prior written consent of Parent, make any payment in respect of any demand for payment for Dissenting Shares or settle or offer to settle any such demand for payment.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions of this Article IIIcontrary, to the Dissenting extent required by the DGCL, Shares shall issued and outstanding immediately prior to the Effective Time that are held by any holder who has not be converted into a right to receive any portion voted in favor of the Merger Consideration and the holders thereof shall be who is entitled to demand and properly demands appraisal of such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead shall be entitled to payment therefor from of the Final Surviving Corporation fair value of such shares in accordance with the DGCL; providedDGCL (and, howeverat the Effective Time, that (i) if any such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of the DGCL), unless and until such holder shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCLperfect, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost lost, such holder’s right to appraisal and payment for such holder’s shares under 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 forfeit thereupon be converted into and become exchangeable only for the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and convertedreceive, as of the First later of the Effective Time, into a Time and the time that such right to receive from the Final Surviving Corporation the portion of appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIISection 3.1(a), without any interest thereon and Parent shall promptly deposit (and or cause to be deposited) in the Payment Fund additional cash in an amount sufficient to pay the Merger Consideration in respect of such holder shall be treated as a Company Stockholder)Shares that are no longer Dissenting Shares. The Company will give Buyer reasonable shall serve prompt notice to Parent of all written notices any demands received by the Company pursuant for appraisal of any Shares, and Parent shall have the right to Section 262 participate in and control (provided that, prior to the Acceptance Time, Parent shall not have the right to control such negotiations and proceedings where the interests of the DGCLCompany or any of its Affiliates are, or would reasonably be expected to be, adverse to those of Parent, Merger Sub or any of their respective Affiliates) all negotiations and proceedings with respect to such demands. Without The Company shall not, without the prior written consent of Buyer Parent (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesdemands.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, Common Shares that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand, and who properly demands, appraisal of this Article IIIsuch Common Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262” and, such Common Shares, “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion of the Merger Consideration and as provided in Section 2.1(a), but rather, the holders thereof of Dissenting Shares shall be entitled only to such rights as are granted by Section 262 payment of the DGCL. Each holder fair value of such Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with Section 262 (and, at the DGCLEffective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with Section 262 and any declared but unpaid dividends having a record date prior to the Effective Time); provided, however, that (i) if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have failed been converted as of the Effective Time into, and to establish such holder’s entitlement have become exchangeable solely for, the right to appraisal rights receive the Merger Consideration (without interest thereon) as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder2.1(a). The Company will give Buyer reasonable notice shall notify Gannett as promptly as reasonably practicable of all written notices any demands received by the Company pursuant for appraisal of any Common Shares, and Gannett shall have the right to Section 262 of participate in all negotiations and proceedings with respect to such demands. Prior to the DGCL. Without Effective Time, the Company shall not, without the prior written consent of Buyer Gannett (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, or agree to do any of the foregoing. From and after Any portion of the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights Merger Consideration held in the Merger Fund in respect of payment made available to the Paying Agent pursuant to Section 262 of the DGCL 2.2(a) to pay for Dissenting Shares shall be entitled returned to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesGannett upon demand.

Dissenting Shares. Notwithstanding anything to the foregoing provisions contrary set forth in this Agreement, no Shares issued and outstanding immediately prior to the Effective Time and in respect of this Article IIIwhich appraisal rights shall have been perfected in accordance with Section 262 of the DGCL in connection with the Merger (collectively, the “Dissenting Shares Shares”) shall not be converted into a right to receive any that portion of the Merger Consideration and otherwise payable to the holders thereof holder of such Dissenting Shares as provided in Section 2.1(a), but shall instead be entitled converted into the right to receive such consideration as may be determined to be due with respect to such rights as are granted by Section 262 of Dissenting Shares pursuant to the DGCL. Each holder of Dissenting Shares who who, pursuant to the provisions of the DGCL, becomes entitled to payment for such shares pursuant to Section 262 of the DGCL fair value of such Dissenting Shares shall receive payment therefor from in accordance with the Final Surviving Corporation DGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). In the event that any holder of Shares fails to make an effective demand for payment or fails to perfect its appraisal rights as to the Shares or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, then any such Shares shall be converted into the right to receive the Merger Consideration issuable pursuant to Section 2.1(a) in respect of such Shares as if such Shares had never been Dissenting Shares, in accordance with and following the satisfaction of the applicable requirements and conditions set forth in Section 2.2. The Company shall give Parent prompt notice (and in no event more than one (1) Business Day) of (i) any demand received by the Company for appraisal of Shares (and shall give Parent the opportunity (at Parent’s election) to direct and control all negotiations and proceedings with respect to any such demand) or (ii) any notice of exercise by any holder of Shares of appraisal rights in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without shall not (and shall not agree to), without the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle settle, or offer to settle, any such demands or applications, or waive any failure to timely deliver a written demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal or timely take any other action to perfect appraisal rights pursuant to Section 262 of in accordance with the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesDGCL.

Dissenting Shares. Notwithstanding anything to the foregoing contrary herein, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent or any Parent Subsidiaries) and which are held by holders of Company Common Stock who shall have not voted, or caused or permitted to be voted, any shares of Company Common Stock in favor of adoption of the Plan of Merger at the Company Shareholders Meeting and who shall have properly asserted (and not lost or effectively withdrawn) his, her or its appraisal rights for such shares in accordance with Article 13 of the NCBCA (any such shares of Company Common Stock, collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration pursuant to Section 2.01(c). Such holders of Dissenting Shares instead shall only be entitled to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of Article 13 of the NCBCA and in accordance with the provisions of this Section 2.01(g), except that all Dissenting Shares held by holders of Company Common Stock who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost his, her or its right to dissent from the Merger under Article III13 of the NCBCA shall cease to be Dissenting Shares, holders of such shares shall not be entitled to appraisal of such shares of Company Common Stock under Article 13 of the NCBCA and such shares shall be deemed to be converted into and represent the right to receive the Merger Consideration, without any interest thereon, in the manner provided for in Section 2.01(c). From and after the Effective Time, the Dissenting Shares shall not automatically be converted into a cancelled and shall cease to exist and any holder of Dissenting Shares shall cease to have any rights with respect thereto except (i) as provided in Article 13 of the NCBCA, (ii) as provided in the prior sentence and (iii) the right to receive payment of any portion dividends or other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such Dissenting Shares in accordance with the terms of this Agreement or prior to the Merger Consideration date of this Agreement and which remain unpaid at the Effective Time. The Company shall (i) give Parent prompt notice of any notice or demand for appraisal of any shares of Company Common Stock or any withdrawals of such demands received by the Company, (ii) give Parent the opportunity to direct and control all negotiations and proceedings with respect to any such demands (provided that Parent shall reasonably consult with the Company with respect to any such proceedings and the holders thereof Company shall not be entitled required to pay any amounts prior to the Closing in settlement of any such rights as are granted by Section 262 negotiations or proceedings) and (iii) not, without the prior written consent of the DGCLParent, make any payment with respect to, or settle, offer to settle or otherwise negotiate any such demands. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 Article 13 of the DGCL NCBCA shall receive cash payment therefor from the Final Surviving Corporation in accordance with from funds provided by BATUS (but only after the DGCL; provided, however, that (i) if any such holder amount of Dissenting Shares the consideration required therefor shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, been agreed upon or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior finally determined pursuant to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company StockholderNCBCA). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary, no share of Company Common Stock, the holder of which shall not have voted in favor of or consented in writing to the Merger and shall have properly complied with the provisions of this Article IIISection 262 of the DGCL as to appraisal rights (a “Dissenting Share”), the Dissenting Shares shall not be deemed converted into a and to represent the right to receive any portion of the Merger Consideration hereunder; and the holders thereof of Dissenting Shares, if any, shall be entitled to such rights (but only such rights) as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed fail to establish such holder’s entitlement perfect or otherwise shall waive, withdraw or lose the right to appraisal rights as under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided in by Section 262 of the DGCL, or (ii) if any then such holder of Dissenting Shares or holders (as the case may be) shall have effectively withdrawn forfeit such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under rights as are granted by Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall thereupon be treated as if it had deemed to have been a Share, as applicable, immediately prior to the First Effective Time and convertedconverted into, as of the First Effective Time, into a the right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without any interest thereon (and thereon, upon surrender, in the manner provided in Section 2.02, of the certificate or certificates that formerly evidenced such holder shall be treated as a shares of Company Stockholder)Common Stock. The Company will shall give Buyer reasonable Parent prompt notice of any written demands for appraisal of any Company Common Stock and the opportunity to participate in all written notices received by the Company pursuant negotiations and proceedings with respect to Section 262 of demands for appraisal under the DGCL. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect toto any demands for appraisal of Company Common Stock, or settle or offer to settle, settle or settle any such demand for paymentdemands. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions Any amount payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders holder of Dissenting Shares pursuant to this Section 3.10 exercising appraisal rights shall be made paid in accordance with the DGCL solely by the Final Surviving Corporation out of Survivor from its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Shares.

Dissenting Shares. Notwithstanding the foregoing provisions any provision of this Article IIIAgreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a Stockholder who has demanded appraisal for such shares of Company Common Stock in accordance with the DRS (“Dissenting Shares Shares”) shall not be entitled to vote for any purpose or receive dividends, shall not be converted into a the right to receive any portion of the Merger Consideration Parent Common Stock in accordance with Section 3.1 hereof, and the holders thereof shall only be entitled to receive such rights consideration as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares shall be determined pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCLDRS; provided, however, that (i) if any if, after the Effective Time, such holder of Dissenting Shares shall have failed Stockholder fails to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares withdraws or lost such holder’s loses his or her right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit or otherwise fails to establish the right to appraisal be paid the value of such Stockholder’s shares and each of Company Common Stock under the DRS, such share shall not constitute a Dissenting Share and shares of Company Common Stock shall be treated as if it they had been a Shareconverted as of the Effective Time into the right to receive Parent Common Stock in accordance with Section 3.1 hereof, as applicable, immediately and such shares of Company Common Stock shall no longer be Dissenting Shares. All negotiations with respect to payment for Dissenting Shares shall be handled jointly by Parent and the Company prior to the First Effective Time Closing Date and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received exclusively by the Company pursuant to Section 262 thereafter. In the event that more than 35% of the DGCL. Without outstanding shares of the prior written consent of Buyer (Company are Dissenting Shares, either the Company or Parent may elect to terminate this Agreement, which shall not be unreasonably withheld, conditioned or delayed), forthwith become void and of no further force and effect and the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL parties hereto shall be entitled to vote his or her Shares released from any and all obligations hereunder; provided, however, that nothing herein shall relieve any party hereto from liability for any purpose or receive payment the breach of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except representations, warranties, covenants or agreements set forth in this Agreement. In the event the Company is unable to pay the Dissenting Shareholders the consideration required by DRS, then Parent or the Company may elect to terminate this Agreement, which shall forthwith become void and of no further force and effect and the parties hereto shall be released from any and all obligations hereunder; provided, however, that nothing herein shall relieve any party hereto from liability for the Final Surviving Corporation), nor will Buyer (or breach of any of its Affiliates except for the Final Surviving Corporation) directly representations, warranties, covenants or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesagreements set forth in this Agreement.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary, Shares that are issued and outstanding immediately prior to the Effective Time (other than Shares included in clauses (i) and (iii) of the definition of Excluded Shares) and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of this Article IIISection 262 of the DGCL (the “Dissenting Stockholders”), the Dissenting Shares shall not be converted into a or be exchangeable for the right to receive any portion of the Per Share Merger Consideration and the holders thereof Consideration, but instead such holder shall be entitled to receive such rights consideration as are granted by Section 262 of the DGCL. Each holder of may be determined to be due to such Dissenting Shares who becomes entitled to payment for such shares Stockholder pursuant to Section 262 of the DGCL shall receive payment therefor from (and at the Final Surviving Corporation in accordance with the DGCL; providedEffective Time, however, that (i) if any such holder of Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have failed to establish such holder’s entitlement to appraisal any rights as provided with respect thereto, except the rights set forth in Section 262 of the DGCL), or (ii) if any unless and until such holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder Shares shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall thereupon be treated as if it they had been a Share, as applicable, immediately prior converted into and become exchangeable for the right to the First Effective Time and convertedreceive, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Per Share Merger Consideration deliverable in respect thereof as determined for each such Share, in accordance with this Article IIISection 4.1(a), without any interest thereon (and such holder shall be treated as a Company Stockholder)interest. The Company will shall give Buyer reasonable Parent (i) prompt written notice and a copy of all any written notices demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company pursuant relating to Section 262 Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal by Company stockholders under the DGCL. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 demands or approve any withdrawal of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharessuch demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, to the extent that holders of this Article IIICompany Common Stock are entitled to appraisal rights under Section 262 of the DGCL, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfected his, her or its demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Shares Shares”), shall not be converted into a or represent the right to receive any portion of the Merger Consideration and Consideration, but the holders thereof of such Dissenting Shares shall instead be entitled to receive such rights consideration as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares may be determined pursuant to Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive payment the consideration therefor from the Final Surviving Corporation as may be determined in accordance with Section 262 of the DGCL); provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, timely perfect or (ii) if any such holder of Dissenting Shares shall have waived, effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s his, her or its right to appraisal and payment for under the DGCL (whether occurring before, at or after the Effective Time), or a court of competent jurisdiction shall have determined that such holder’s shares holder is not entitled to such right to appraisal and payment under Section 262 of the DGCL, such holder holder’s shares of Company Common Stock shall forfeit thereupon be deemed to have been converted as of the Effective Time into the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without any interest thereon (thereon, and such holder shares shall no longer be treated as a Company Stockholder)deemed to be Dissenting Shares. The Company will shall give Buyer reasonable prompt notice to Parent of all written notices any demands for appraisal of any shares of Company Common Stock, effective or attempted withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company pursuant relating to Section 262 of appraisal demands, and Parent shall have the DGCLright to participate in all discussions, negotiations and Proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, without the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, to or settle or compromise or offer to settle, settle or compromise any such demand for payment. From and after the First Effective Timeor Proceeding, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, Common Shares outstanding immediately prior to the Effective Time and which are held by a shareholder (i) who shall have neither voted for adoption of this Article IIIAgreement and the Merger nor consented thereto in writing and (ii) who shall be entitled to and shall have demanded properly in writing appraisal for such shares in accordance with Section 910 of the NYBCL (“Dissenting Shares”), the Dissenting Shares shall not be converted into a the right to receive any portion of the Merger Consideration at the Effective Time unless and until the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting such Common Shares who becomes entitled fails to payment for perfect, withdraws or otherwise loses such shares pursuant holder’s right to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such appraisal. If a holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided withdraw (in accordance with Section 262 910 of the DGCLNYBCL) the demand for such appraisal or shall become ineligible for such appraisal or if a court of competent jurisdiction shall make a final, or (ii) if any non-appealable determination that such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right is not entitled to appraisal and payment for such holder’s shares under the relief provided by Section 262 910 of the DGCLNYBCL with respect to such Dissenting Shares, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and convertedthen, as of the First Effective TimeTime or the occurrence of such event, whichever last occurs, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted or deemed to have been converted, as the case may be, into a the right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined the manner provided in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)Section 1.07. The Company will shall give Buyer reasonable Parent (i) prompt notice of all any written notices demands for appraisal, withdrawals (or attempted withdrawals) of demands for appraisal and any other instruments served pursuant to Section 910 of the NYBCL and received by the Company pursuant and (ii) the opportunity to Section 262 of the DGCLdirect all negotiations and proceedings with respect to demands for appraisal. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesdemands.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of this Article III, Section 262 of the DGCL (the “Dissenting Shares Stockholders”) shall not be converted into a or be exchangeable for the right to receive any portion of the Merger Consideration and the holders thereof Consideration, but instead such holder shall be entitled to receive such rights consideration as are granted by Section 262 of the DGCL. Each holder of may be determined to be due to such Dissenting Shares who becomes entitled to payment for such shares Stockholder pursuant to Section 262 of the DGCL shall receive payment therefor from (and at the Final Surviving Corporation in accordance with the DGCL; providedEffective Time, however, that (i) if any such holder of Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have failed to establish such holder’s entitlement to appraisal any rights as provided with respect thereto, except the rights set forth in Section 262 of the DGCL), or (ii) if any unless and until such holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder Shares shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall thereupon be treated as if it they had been a Share, as applicable, immediately prior converted into and become exchangeable for the right to the First Effective Time and convertedreceive, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined for each such Share, in accordance with this Article IIISection 4.1, without any interest thereon (and such holder shall be treated as a Company Stockholder)interest. The Company will shall give Buyer reasonable Parent prompt notice and a copy of all any written notices demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company pursuant relating to Section 262 Company stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Company stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the DGCLCompany. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 demands or approve any withdrawal of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharessuch demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, 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 who complies with, Sections 5/11.65 and 5/11.70 of this Article IIIthe IBCA (such Shares, “Dissenting Shares”) shall not 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 not cease to be converted into a right to receive any portion of the Merger Consideration issued and outstanding and the holders thereof shall be entitled to receive such rights consideration as are granted by will be determined under Section 262 5/11.70 of the DGCLIBCA. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if If any such holder fails to 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 Shares shall be deemed to have failed been converted as of the Effective Time into, and to establish such holder’s entitlement have become exchangeable solely for, the right to appraisal rights receive the Merger Consideration as provided in Section 262 of the DGCL, 2.1(a) and any unpaid dividends or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares other distributions payable or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined pursuant to Section 2.2(c), in accordance with this Article III, each case without any interest thereon (and such holder shall be treated as a Company Stockholder)interest. The Company will give Buyer reasonable shall serve prompt notice to Parent of all written notices any demands received by the Company pursuant for appraisal of any Shares, and Parent shall have the right to Section 262 of participate in and direct all negotiations and proceedings with respect to such demands. Prior to the DGCL. Without Effective Time, the Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle, offer to settle or offer to settlecompromise, any such demand for payment. From and after the First Effective Timedemands, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article III, MSLO Common Stock issued and outstanding immediately prior to the Dissenting Shares shall MSLO Effective Time that are held by any holder who has not be converted into a right to receive any portion voted in favor of the MSLO Merger Consideration and the holders thereof shall be who is entitled to such rights as are granted by Section 262 demand and properly demands appraisal of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into the right to receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; providedMSLO Merger Consideration, however, that (i) if any unless and until such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCLperfect, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost lost, such holder’s right to appraisal and payment for such holder’s shares 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 MSLO Common Stock of such holder shall forfeit thereupon be converted into and become exchangeable only for the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and convertedreceive, as of the First later of the MSLO Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the MSLO Merger Consideration in accordance with Section 2.1(a). Notwithstanding anything to the contrary in this Section 2.1(f), if this Agreement is terminated prior to the Effective Time, into a then the right of any stockholder to receive from be paid the Final Surviving Corporation the portion fair value of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company stockholder’s Dissenting Shares pursuant to Section 262 of the DGCLDGCL will cease. Without MSLO shall serve prompt notice to Sequential of any demands for appraisal of any shares of MSLO Common Stock, attempted withdrawals of such notices or demands and any other instruments received by MSLO relating to rights to appraisal, and Sequential shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. MSLO shall not, without the prior written consent of Buyer Sequential, make any payment with respect to, settle or offer to settle any such demands, and prior to the Effective Time, Sequential shall not, without the prior written consent of MSLO (which shall such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesdemands.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary (but subject to the provisions of this Article IIISection 2.3), Company Shares outstanding immediately prior to the Effective Time (other than Company Shares cancelled in accordance with Section 2.1(b)) and held by a holder who did not vote in favor of the adoption of this Agreement, and who is entitled to demand and has properly demanded appraisal for such Company Shares in accordance with, and who complies in all respects with, Section 10-19.1-87 and Section 10-19.1-88 of the NDBCA (such Company Shares, the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion of the Per Share Merger Consideration Consideration. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall cease to have failed any rights with respect thereto, except the rights granted to establish such holder’s entitlement to appraisal rights as provided in them under Section 262 10-19.1-87 of the DGCL, or NDBCA (ii) if the “Dissenting Stockholder Consideration”). If any such holder fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 10-19.1-87 and Section 10-19.1-88 of the NDBCA or other applicable Law, then the right of such holder to be paid the Dissenting Stockholder Consideration in respect of such Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and shall be exchangeable solely for the right to receive from the Final Surviving Corporation the portion Per Share Merger Consideration, without interest and subject to any withholding of the Merger Consideration deliverable in respect thereof as determined Taxes required by applicable Law in accordance with this Article III, without any interest thereon (2 and such holder shall not thereafter be treated as a Company Stockholder)deemed to be Dissenting Shares. The Company will shall give Buyer reasonable Parent prompt written notice of all written notices any demands received by the Company for appraisal of Company Shares, any waiver or withdrawal of any such demand, and any other demands, notices or instruments served pursuant to Section 262 of the DGCLNDBCA and received by the Company relating to rights to be paid the Dissenting Stockholder Consideration for such Dissenting Shares, and Parent shall have the opportunity and right to participate in and control all negotiations and Proceedings with respect to such demands. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settlecompromise, any such demand for payment. From and after the First Effective Timedemands, no stockholder who has properly exercised and perfected appraisal rights pursuant or approve any withdrawal of any such demands, or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (foregoing, except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments extent required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesapplicable Law.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary (but subject to the provisions of this Article IIISection 2.3), Shares outstanding immediately prior to the Effective Time and as to which the holders thereof have continuously held such Shares through the date shown on the Certificate of Merger giving effect to the Merger, have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly demanded appraisal with respect thereto in accordance with, and who have complied in all respects with, Section 262 of the DGCL (such shares, the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion of the Merger Consideration Consideration. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist, and the holders thereof of Dissenting Shares shall only be entitled to such the rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to them under Section 262 of the DGCL shall receive payment therefor from with respect to the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if Dissenting Shares. If any such holder of Dissenting Shares shall have failed fails to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCLperfect or otherwise waives, withdraws or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost loses such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCLDGCL or other applicable Law, then (i) the right of such holder shall forfeit to be paid the right to appraisal “fair value” of such shares and each Dissenting Shares shall cease, (ii) such share shall not constitute a Dissenting Share and Shares shall be treated as if it had deemed to have been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and shall be exchangeable solely for the right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without interest and subject to any interest thereon withholding of Taxes required by applicable Law as provided in Section 2.5, and (and iii) such holder shall be treated as a Company Stockholder)cease to have any other rights with respect to such Shares. The Company will shall give Buyer reasonable Parent prompt written notice of all written notices any demands received by the Company for appraisal of Shares and any other instruments served pursuant to Section 262 the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares (no later than two (2) Business Days following the DGCLCompany’s receipt of such demands or instruments), and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or offer to settle or offer to settlecompromise, or settle or compromise, any such demands, approve any withdrawal of such demands, or waive any failure to timely deliver a written demand for payment. From and after appraisal or otherwise to comply with the First Effective TimeDGCL, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything to the foregoing provisions contrary contained in this Agreement, shares of this Article III, Company Common Stock issued and outstanding immediately prior to the Dissenting Shares shall not be converted into a right to receive Effective Time that are held by any portion of the Merger Consideration and the holders thereof shall be holder who is entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder and who has properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL (the “Dissenting Shares”), shall forfeit not be converted into the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable as provided in respect thereof as determined in accordance with this Article IIISection 3.1(b), without any interest thereon (and but instead the holders of such holder Dissenting Shares shall be treated entitled to receive such consideration as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company shall be determined pursuant to Section 262 of the DGCL. Without At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, if any such holder shall have failed to perfect or shall have otherwise waived, effectively withdrawn or lost his or her right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 of the DGCL shall cease and such shares shall no longer be considered Dissenting Shares for purposes hereof and such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration, without any interest thereon, as provided in Section 3.1(b). The Company shall provide prompt written notice to Parent of any demands for appraisal of any Company Common Stock, attempted withdrawals of such notices or demands and any other instruments received by the Company relating to rights to appraisal, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, without the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, settle any such demand for paymentdemands. From and after Any portion of the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights Merger Consideration made available to the Paying Agent pursuant to Section 262 of the DGCL 3.2(a) to pay for Dissenting Shares shall be entitled returned by the Paying Agent to vote his Parent, upon demand; provided, that Parent shall remain liable to pay, or her Shares for any purpose or receive payment of dividends or other distributions cause the Surviving Corporation to pay, the Merger Consideration with respect to his or her Shares (except dividends and distributions payable to stockholders any shares of record at a date which is prior to Company Common Stock covered by the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders third sentence of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Shares3.5.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions of this Article IIIcontrary, Shares issued and outstanding immediately prior to the Dissenting Shares shall Effective Time that are held by any holder who has not be converted into a right to receive any portion voted in favor of the Merger Consideration and the holders thereof shall be entitled to who properly demands appraisal of such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive payment therefor from the Final Surviving Corporation in accordance with Merger Consideration, but shall be converted into the DGCL; provided, however, that (i) if any right to receive such holder consideration as may be determined to be due to the holders of Dissenting Shares pursuant to the DGCL, unless and until such holders shall have failed to establish perfect or shall have effectively withdrawn or lost, such holder’s entitlement 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 of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration in accordance with Section 2.01(a). The Company shall give Parent prompt notice of any written demands for appraisal of any Shares, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares and Parent shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of participate in all negotiations and proceedings with respect to such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)demands. The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned voluntarily make or delayed), the Company shall not voluntarily agree to make any payment with respect toto any demands for appraisals of capital stock of the Company, offer to settle or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 demands or approve any withdrawal of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharessuch demands.

Dissenting Shares. (a) Notwithstanding anything to the foregoing provisions contrary contained in this Agreement, shares of this Article III, the Dissenting Shares shall not be converted into a right to receive any portion of the Merger Consideration Company Common Stock issued and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, outstanding immediately prior to the First Effective Time and converted, as that are held by any holder who is entitled to appraisal rights under Section 302A.471 of the First Effective TimeMBCA, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected his or her demand for appraisal rights pursuant to under Section 262 302A.473 of the DGCL MBCA (the “Dissenter’s Rights”), shall not be converted into or represent a right to receive the Merger Consideration as provided in Section 3.1(b), but instead the holders of such Dissenting Shares shall be entitled to vote the payment of the fair value (including interest determined in accordance with Section 302A.473 of the MBCA) of such Dissenting Shares in accordance with its Dissenter’s Rights. In such case, at the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except with respect to Dissenter’s Rights and as provided in the following sentence. Notwithstanding the foregoing, if any such holder shall have failed to perfect or shall have otherwise waived, effectively withdrawn or lost his or her right to appraisal under the Dissenter’s Rights or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Dissenter’s Rights, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under the Dissenter’s Rights shall cease and such shares shall no longer be considered Dissenting Shares for purposes hereof and such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration, without any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Timeinterest thereon, as provided in Section 3.1(b). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, to the extent that holders of this Article IIICompany Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfected his, her or its demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Shares Shares”), shall not be converted into a the right to receive any portion of the Merger Consideration and Consideration, but the holders thereof of such Dissenting Shares shall be entitled to receive such rights consideration as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares shall be determined pursuant to Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive payment therefor from the Final Surviving Corporation “fair value” of such Dissenting Shares as determined in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) ); provided that if any such holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s his, her or its right to appraisal and payment for under the DGCL (whether occurring before, at or after the Effective Time), such holder’s shares under Section 262 of Company Common Stock shall thereupon be deemed to have been converted as of the DGCL, such holder shall forfeit Effective Time into the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without any interest thereon (thereon, and such holder shares shall not be treated as a Company Stockholder)deemed to be Dissenting Shares. The Company will shall give Buyer reasonable notice to Parent as promptly as reasonably practicable of all written notices any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company pursuant relating to Section 262 of appraisal demands, and Parent shall have the DGCLright to participate in all material discussions with third parties and all negotiations and Proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, without the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, to or settle or compromise or offer to settle, settle or compromise any such demand for payment. From and after the First Effective Timeor Proceeding, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article IIICompany Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who has not voted in favor of, or consented to, the Mergers and properly demands appraisal of such shares of Company Common Stock pursuant to Section 262 of the DGCL and who otherwise complies in all respects with Section 262 of the DGCL (“Dissenting Shares Shares”) shall not be converted into a right to receive any portion of the Merger Consideration and as provided in Section 2.1(c), but rather the holders thereof of Dissenting Shares shall be entitled to such only those rights as are granted by Section 262 of the DGCL. Each holder of DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares who becomes entitled shall no longer be outstanding, shall automatically be canceled and shall cease to payment for exist and such shares pursuant holder shall cease to have any rights with respect thereto other than the right to receive the “fair value” of such Dissenting Shares as determined in accordance with Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL); provided, however, that (i) if any such holder of Dissenting Shares shall have failed fail to establish such holder’s entitlement to appraisal rights as provided in Section 262 of perfect or otherwise shall waive, withdraw or lose the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall forfeit cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and shall have become exchangeable solely for the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Sharereceive, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable as provided in respect thereof as determined in accordance with this Article III, Section 2.1(c) (without interest and less any interest thereon (and amounts entitled to be deducted or withheld pursuant to Section 2.5) upon the surrender of the Certificates of Book Entry Shares previously representing such holder shall be treated as a Company Stockholder)Dissenting Shares. The Company will give Buyer reasonable shall serve prompt notice to Parent of all written notices any demands received by the Company pursuant for appraisal of any shares of Company Common Stock, and Parent shall have the right to Section 262 of participate in all negotiations and actions with respect to such demands at Parent’s sole expense. Prior to the DGCL. Without Effective Time, the Company shall not, without the prior written consent of Buyer Parent, (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily i) make any payment with respect to, or settle or offer to settle, any such demands, (ii) waive any failure to timely deliver a written demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal or timely take any other action to perfect appraisal rights pursuant in accordance with the DGCL, or (iii) agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, to the extent that holders of this Article IIICompany Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Shares Shares”), shall not be converted into a the right to receive any portion of the Merger Consideration and Consideration, but the holders thereof of such Dissenting Shares shall be entitled to receive such rights consideration as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares shall be determined pursuant to Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive payment therefor from the Final Surviving Corporation “fair value” of such Dissenting Shares as determined in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) ); provided that if any such holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s his, her or its right to appraisal and payment for under the DGCL (whether occurring before, at or after the Effective Time), such holder’s shares under Section 262 of Company Common Stock shall thereupon be deemed to have been converted as of the DGCL, such holder shall forfeit Effective Time into the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without any interest thereon (thereon, and such holder shares shall not be treated as a Company Stockholder)deemed to be Dissenting Shares. The Company will shall give Buyer reasonable notice to Parent as promptly as reasonably practicable of all written notices any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company pursuant relating to Section 262 of appraisal demands, and Parent shall have the DGCLright to participate in all material discussions with third parties and all negotiations and Proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, without the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, to or settle or compromise or offer to settle, settle or compromise any such demand for payment. From and after the First Effective Timeor Proceeding, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article IIICompany Common Stock outstanding immediately prior to the Effective Time and owned by a holder who is entitled to demand and has properly demanded appraisal of such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion HighCape Common Stock, and shall instead represent the right to receive payment of the Merger Consideration fair value of such Dissenting Shares in accordance with and to the holders thereof shall be entitled to such rights as are granted extent provided by Section 262 of the DGCL. Each holder of At the Effective Time, (a) all Dissenting Shares who becomes entitled shall be cancelled, extinguished and cease to payment for such shares pursuant to Section 262 of exist and (b) the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder holders of Dissenting Shares shall have failed be entitled only to establish such holder’s entitlement to appraisal rights as provided in Section 262 of may be granted to them under the DGCL, or (ii) if . If any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares fails to perfect or lost otherwise waives, withdraws or loses such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCLDGCL or other applicable Law, then the right of such holder shall forfeit to be paid the right to appraisal fair value of such shares Dissenting Shares shall cease and each such share shall not constitute a Dissenting Share and Shares shall be treated as if it had deemed to have been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a the right to receive from HighCape Common Stock upon the Final Surviving Corporation the portion of the Merger Consideration deliverable terms and conditions set forth in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)Agreement applicable to holders that have not properly demanded appraisal rights. The Company will shall give Buyer reasonable HighCape prompt notice (and in any event within two Business Days) of all written notices any demands received by the Company for appraisal of shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and HighCape shall have the DGCLright to participate in and, following the Effective Time, direct all negotiations and proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldHighCape, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands or waive any failure to timely deliver a written demand for payment. From and after appraisal or otherwise comply with the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to provisions under Section 262 of the DGCL shall be entitled DGCL, or agree or commit to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or do any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding (i) If, in connection with the foregoing provisions Merger, any holders of this Article IIICompany Capital Stock shall have demanded and perfected their appraisal rights with respect to such shares (the “Dissenting Shares”) in accordance with the DGCL, the none of such Dissenting Shares shall not be converted into a right to receive any that portion of the Merger Consideration payable to the holder of such Dissenting Shares as provided in Sections 2.6(a) through and including 2.6(f), as applicable, but shall instead be converted into the holders thereof shall right to receive such consideration as may be entitled determined to be due with respect to such rights as are granted by Section 262 of Dissenting Shares pursuant to the DGCL. Each holder of After the Effective Time, the Dissenting Shares who becomes entitled shall no longer be outstanding and shall automatically be cancelled and cease to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; providedexist, however, that (i) if any such and each holder of Dissenting Shares shall cease to have failed any rights with respect thereto except, subject to establish the following sentence, the right to receive the fair value of such holder’s entitlement Dissenting Shares pursuant to the DGCL. In the event that any holder of Company Capital Stock fails to make an effective demand for payment or fails to perfect its appraisal rights as provided in Section 262 to its shares of the DGCL, Company Capital Stock or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of otherwise lose their status as Dissenting Shares, then any such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit immediately be converted into the right to appraisal of such shares receive the consideration issuable pursuant to Sections 2.6(a) through and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Shareincluding 2.6(f), as applicable, immediately prior in respect of such shares as if such shares had never been Dissenting Shares, and Buyer shall issue and deliver, if it has not already done so, to the First Effective Time and convertedExchange Agent, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2.8, following the satisfaction of the First Effective Timeapplicable conditions set forth in Section 2.8, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and to which such holder shall be treated would have been entitled under Sections 2.6(a) through and including 2.6(f), as a Company Stockholderapplicable with respect to such shares (subject to the provisions of Sections 2.6 and 2.8). The Company will shall give Buyer reasonable prompt written notice (and in no event more than five (5) Business Days) of all written notices any demand received by the Company pursuant to Section 262 for appraisal of Company Capital Stock or notice of exercise of a holder’s of Company Capital Stock appraisal rights in accordance with the DGCL. Without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary, in the event appraisal rights are available under the DGCL, with respect to each share of Company Common Stock as to which the holder thereof has properly demanded appraisal of such shares pursuant to, and who has otherwise complied with the provisions of this Article IIISection 262 of the DGCL as to appraisal rights (each, the a “Dissenting Share”), if any, such Dissenting Shares shall not be converted into a the right to receive any portion of the Merger Consideration payable pursuant to Section 1.6(a) but instead at the Merger I Effective Time shall become the right to receive payment, solely from the Surviving Corporation, of the fair value of the Dissenting Shares to the extent permitted by and in accordance with the holders thereof shall be entitled to such rights as are granted by provisions of Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively withdraws his demand for appraisal of such Dissenting Shares, (ii) if any holder of Dissenting Shares shall have failed fails to establish such holder’s his entitlement to appraisal rights as provided in Section 262 of the DGCL, DGCL or (iiiii) if any such holder of Dissenting Shares shall have effectively withdrawn takes or fails to take any action the consequence of which is that such holder’s demand for appraisal of such shares or lost such holder’s right holder is not entitled to appraisal and payment for such holder’s his shares under Section 262 of the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such Dissenting Shares and such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares and if such forfeiture shall occur following the Election Deadline, each such share shall not constitute a Dissenting Share shall thereafter be deemed to have been converted into and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and convertedhave become, as of the First Merger I Effective Time, into a the right to receive from the Final Surviving Corporation the portion of receive, without interest thereon, the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIinto which No Election Shares shall have been converted pursuant to Section 1.7(e), without any interest thereon (and such holder shall be treated as a Company Stockholdersubject to the last sentence of Section 1.7(e). The Company will shall give Buyer reasonable Parent prompt notice of all written notices any demands received by the Company pursuant for appraisal of shares of Company Common Stock, and Parent shall have the right to Section 262 of the DGCLparticipate in and direct all negotiations and proceedings with respect to such demands. Without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), the The Company shall not voluntarily settle, make any payment payments with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions claim with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by without the Final Surviving Corporation out prior written consent of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesParent.

Dissenting Shares. Notwithstanding anything to the foregoing provisions contrary set forth in this Agreement, no shares of this Article IIICompany Common Stock issued and outstanding immediately prior to the Effective Time and in respect of which appraisal rights shall have been perfected in accordance with Section 262 of the DGCL in connection with the Merger (collectively, the “Dissenting Shares Shares”) shall not be converted into a right to receive any that portion of the Merger Consideration otherwise payable to the holder of such Dissenting Shares as provided in Section 2.1(a), but shall instead be cancelled and represent the holders thereof shall be entitled right to receive the “fair value” of such rights Dissenting Shares as are granted by Section 262 of determined pursuant to the DGCL. Each holder of Dissenting Shares who who, pursuant to the provisions of the DGCL, becomes and remains entitled to payment for of the fair value of such shares pursuant to Section 262 of the DGCL shall receive payment therefor from in accordance with the Final Surviving Corporation DGCL (but only after the value therefor shall have been finally determined pursuant to the DGCL). In the event that any holder of Company Common Stock fails to make an effective demand for, or properly withdraws its demand for, appraisal of such Dissenting Shares or fails to perfect its appraisal rights as to its shares of Company Common Stock or otherwise lose their status as Dissenting Shares, then any such shares shall be converted into the right to receive the Merger Consideration issuable pursuant to Section 2.1(a) in respect of such shares as if such shares had never been Dissenting Shares, in accordance with and following the satisfaction of the applicable requirements and conditions set forth in Section 2.2. The Company shall give Parent prompt notice of (and in no event more than two (2) Business Days after) (i) receipt of any demand by the Company for appraisal of Company Common Stock (and the Company shall give Parent the right to direct all negotiations and proceedings with respect to any such demand) or (ii) any notice of exercise by any holder of Company Common Stock of appraisal rights in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without the agrees that, except with Parent’s prior written consent of Buyer (which shall not be unreasonably withheldconsent, conditioned or delayed), the Company it shall not voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 or exercise of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesappraisal rights.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, Shares outstanding immediately prior to the Effective Time and owned by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of this Article IIIthe DGCL (such Shares, the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion the Per Share Merger Consideration, and shall instead represent the right to receive payment of the Merger Consideration fair value of such Dissenting Shares in accordance with and to the holders thereof shall be entitled to such rights as are granted extent provided by Section 262 of the DGCL. Each holder of At the Effective Time, (a) all Dissenting Shares who becomes entitled shall be cancelled, extinguished and cease to payment for such shares pursuant to Section 262 of exist and (b) the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder holders of Dissenting Shares shall have failed be entitled only to establish such holder’s entitlement to appraisal rights as provided in Section 262 of may be granted to them under the DGCL, or (ii) if . If any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares fails to perfect or lost otherwise waives, withdraws or loses such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCLDGCL or other applicable Law, then the right of such holder shall forfeit to be paid the right to appraisal fair value of such shares Dissenting Shares shall cease and each such share shall not constitute a Dissenting Share and Shares shall be treated as if it had deemed to have been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and shall be exchangeable solely for the right to receive from the Final Surviving Corporation the portion Per Share Merger Consideration, without interest and subject to any withholding of the Merger Consideration deliverable in respect thereof as determined Taxes required by applicable Law in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company StockholderSection 1.8(g). The Company will shall give Buyer reasonable Parent prompt notice (and in any event within one Business Day) of all written notices any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the DGCLright to participate in and direct all negotiations and Proceedings with respect to such demands. Without Prior to the Effective Time (unless required by applicable Law), the Company shall not, except with the prior written consent of Buyer Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands or waive any failure to timely deliver a written demand for payment. From and after the First Effective Timeappraisal, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree or commit to Section 262 do any of the DGCL foregoing. Any portion of the aggregate Per Share Merger Consideration made available to the Paying Agent to pay for Shares that have become Dissenting Shares shall be entitled returned to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesParent upon demand.

Dissenting Shares. Notwithstanding the foregoing provisions any other provision of this Article IIIAgreement to the contrary, to the extent permitted by applicable Law, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by holders of such Shares who have not voted in favor of the adoption and approval of this Agreement, including the Merger, or consented thereto in writing and who are entitled to and have properly demanded appraisal of such shares of Company Common Stock in accordance with Section 14A:11-1 et seq. of the NJBCA or otherwise pursuant to applicable Law (the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion of the Merger Consideration Consideration, and the holders thereof of such Dissenting Shares shall be entitled to only such rights consideration as are granted by Section 262 of the DGCL. Each holder of may be due with respect to such Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 14A:11-1 et seq. of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; providedNJBCA or otherwise pursuant to applicable Law, however, that (i) if unless and until any such holder fails to perfect, withdraws, or otherwise loses its appraisal rights under applicable Law (including the NJBCA) with respect to such Shares. If, after the Effective Time, any such holder fails to perfect, effectively withdraws or otherwise loses such rights pursuant to Section 14A:11-1 et seq. of the NJBCA or otherwise pursuant to applicable Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 14A:11-1 et seq. of the NJBCA or otherwise pursuant to applicable Law, such Dissenting Shares will thereupon be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, on the terms and subject to the conditions in this Agreement and shall no longer constitute Dissenting Shares hereunder. At the Effective Time, any holder of Dissenting Shares shall cease to have failed to establish any rights with respect thereto other than such holder’s entitlement to appraisal rights as are provided in Section 262 of the DGCL, or (ii) if any such holder to holders of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right pursuant to appraisal and payment for such holder’s shares under Section 262 14A:11-1 et seq. of the DGCL, such holder shall forfeit the right NJBCA or otherwise pursuant to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)applicable Law. The Company will shall give Buyer reasonable Parent (i) prompt written notice of all written notices any demands received by the Company for appraisals of shares of Company Common Stock, withdrawals of such demands and any other instruments relating to appraisal demands received by the Company pursuant to Section 262 14A:11-1 et seq. of the DGCL. Without NJBCA or otherwise pursuant to applicable Law and (ii) the opportunity and right to participate, at Pxxxxx’s sole expense, in all negotiations and proceedings with respect to such demands and the Company shall consider in good faith comments or suggestions proposed by Parent with respect to such demands; provided, that, after the date hereof until the Effective Time, the Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demands or waive any failure to timely deliver a written demand for paymentappraisal or otherwise to comply with Section 14A:11-1 et seq. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends NJBCA or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesapplicable Law.

Dissenting Shares. Notwithstanding anything in this Agreement ----------------- to the foregoing provisions contrary, shares of this Article III, Company Common Stock issued and outstanding on the Dissenting Shares Effective Date which are held of record by shareholders who shall not have voted such shares in favor of the Merger and who shall have properly exercised rights to demand payment of the fair value of such shares in accordance with Section 910 of the NYBCL ("DISSENTING SHARES") shall not be converted into a the right to receive any portion of the Merger Consideration and specified in Section 1.8, but the holders thereof instead shall be entitled to such rights as are granted by Section 262 payment of the DGCL. Each holder fair value of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCLprovisions of Section 910 of the NYBCL (the "DISSENTING CONSIDERATION"); provided, however, that (i) if any such a -------- ------- holder fails to file a notice of Dissenting Shares shall have failed election to dissent in accordance with Section 623 of the NYBCL or, after filing such notice of election, subsequently delivers an effective written withdrawal of such notice or fails to establish such holder’s his entitlement to appraisal rights as provided in Section 262 623 of the DGCLNYBCL, if he or she be so required, or (ii) if any a court shall determine that such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand is not entitled to receive payment for appraisal of such his shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit otherwise lose his or her appraisal rights, then in either of such cases, each share of Company Common Stock held of record by such holder or holders shall automatically be converted into and represent only the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIindicated on SCHEDULE 1.8 (subject to Section 1.12), without any interest thereon (and upon the surrender of the certificate or certificates representing such holder shall be treated as a Company Stockholder)Dissenting Shares. The Company will shall give Buyer reasonable Parent prompt notice of all written notices any demands received by the Company pursuant to Section 262 for payment of the DGCLfair value of such shares, and Parent shall have the right to participate in all the negotiations and proceedings with respect to such demands. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment (except to the extent that any such payment is made pursuant to a court order) with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesdemands.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions of this Article IIIcontrary, the Dissenting Company Shares shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as that are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, outstanding immediately prior to the First Effective Time and convertedthat are held by any Person who is entitled to demand and properly demands dissenters’ rights with respect to such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Sections 471 and 473 of the MBCA (“Sections 471 and 473”) shall not be converted into the Merger Consideration as provided in Section 2.05, but rather the holders of Dissenting Shares shall be entitled to payment by the Surviving Company of the “fair value” of such Dissenting Shares in accordance with Sections 471 and 473; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose dissenters’ rights pursuant to (or a court of competent jurisdiction shall determine that such holder is not entitled to receive fair value pursuant to) Sections 471 and 473, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the First Effective TimeTime into, into a right and to receive from the Final Surviving Corporation the portion of have become exchangeable solely for, the Merger Consideration deliverable as provided in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)Section 2.05. The Company will give Buyer reasonable shall provide prompt notice to Parent of all written notices any demands received by the Company for dissenters’ rights with respect to any Company Shares, written notices of intent to demand, written withdrawals of such demands and any other instruments served pursuant to Section 262 of Sections 471 and 473 received by the DGCLCompany and any other documents related thereto received from any Person purporting to seek to exercise dissenters’ rights. Without Parent shall have the right to participate in and direct all negotiations and Proceedings with respect to such demands. Prior to the First Effective Time, the Company shall not, without the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, or agree to do any of the foregoing. From and after Prior to the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 Parent shall not, except with the prior written consent of the DGCL shall be entitled Company, require the Company to vote his or her Shares for make any purpose or receive payment of dividends or other distributions with respect to his any demands for appraisal, or her Shares (except dividends and distributions payable offer to stockholders of record at a date which is settle or settle any such demands if such settlement would involve payment prior to the First Effective Time). Notwithstanding anything herein to Closing or would otherwise not be contingent upon the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesClosing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, if required by the DGCL (but only to the extent required thereby) any shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders who have not voted such shares of Common Stock in favor of the adoption of this Article IIIAgreement and who are entitled to and have properly demanded dissenters rights with respect thereto in accordance with, and otherwise have complied in all respects with, Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion the Per Share Merger Consideration as provided in Section 2.6.3, unless and until such Person shall have effectively withdrawn or otherwise lost or failed to perfect such Person’s right to appraisal or payment under the DGCL prior to the Effective Time, at which time such shares of Common Stock shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.6.3, without interest and net of any Taxes required by Law to be withheld, and such shares of Common Stock shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such shares of Common Stock. Each Dissenting Share shall no longer be outstanding, shall automatically be cancelled and extinguished and shall cease to exist at the holders thereof Effective Time, and each holder of Dissenting Shares shall be entitled to such rights as are granted by Section 262 receive only the payment of the DGCL. Each holder fair cash value of such Dissenting Shares who becomes entitled to payment for such shares pursuant to in accordance with the provisions of, and as provided by, Section 262 of the DGCL with respect to such Dissenting Shares unless and until such Person shall receive have effectively withdrawn or otherwise lost or failed to perfect such Person’s right to appraisal or payment therefor from under the Final Surviving Corporation DGCL prior to the Effective Time. The Company shall give Parent (a) prompt (and, in accordance any event, within twenty-four (24) hours) written notice of any written demands for appraisal, any withdrawals of such demands, and any other written demand, notice, withdrawal or instrument pursuant to applicable Law that is received by or delivered to the Company relating to shareholders’ rights of appraisal or to such demands or withdrawals (as well as a copy of any of the foregoing) and (b) the opportunity to participate in all negotiations and proceedings with respect thereto. Neither Parent nor the Company shall, except with the DGCL; providedprior written consent of the other (such consent not to be unreasonably withheld, howeverdelayed or conditioned), that (i) if make any payments with respect to demands for appraisal or offer to settle or compromise, or settle or compromise or otherwise negotiate, any such holder demands, or approve any withdrawal of Dissenting Shares shall have failed any such demands, or waive any failure to establish such holder’s entitlement timely deliver a written demand for appraisal or otherwise to appraisal rights as provided in comply with the provisions under Section 262 of the DGCL, or (ii) if propose or agree to do any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding Section 2.1(b), to the foregoing provisions extent that holders thereof are entitled to appraisal rights under Section 262 of this Article IIIthe DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly demanded appraisal under Section 262 of the DGCL (the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion of the Merger Consideration and Consideration, but instead the holders thereof of such Dissenting Shares shall be entitled to receive such rights consideration as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares shall be determined pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s his or her right to appraisal and payment for under the DGCL, such holder’s shares under Section 262 of Company Common Stock shall thereupon be deemed to have been converted as of the DGCL, such holder shall forfeit Effective Time into the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without any interest thereon thereon, and such shares shall not be deemed to be Dissenting Shares. Any payments required to be made with respect to the Dissenting Shares shall be made by the Surviving Corporation, and the aggregate Merger Consideration (and such holder Payment Fund) shall be treated reduced, on a dollar for dollar basis, as if the holder of such Dissenting Shares had not been a Company Stockholder)stockholder on the Merger Closing Date. The Company will shall give Buyer reasonable Parent (i) prompt notice of all written notices any demands received by the Company for appraisal of any of the shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCLDGCL or other applicable Law and received by the Company or its Representatives with respect thereto, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL or other applicable Law. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment or agree to make any payment with respect toto any demands for appraisal, offer to settle or settle or offer to settle, any such demand for payment. From and after the First Effective Timedemands, no stockholder who has properly exercised and perfected appraisal rights pursuant approve any withdrawal of any such demands or agree or commit to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding the foregoing provisions any provision of this Article IIIAgreement to the contrary and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder (a “Dissenting Stockholder”) who has neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares shall and otherwise not withdrawn or lost such rights (the “Dissenting Shares”), will not be converted into a into, or represent the right to receive any portion of receive, the Merger Consideration and the holders thereof Consideration. Instead such stockholder shall be entitled to payment of the fair value of the Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights as are granted by with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL. Each ), unless and until such holder of shall have failed to perfect or shall have effectively withdrawn or lost his or her dissenters’ rights, in which instance such holder’s Shares shall not be deemed Dissenting Shares who becomes but shall be entitled to payment for such shares pursuant receive the applicable Merger Consideration in accordance with this Article III. Dissenting Stockholders will be entitled to Section 262 of the DGCL shall receive payment therefor from rights with respect to the Final Surviving Corporation Dissenting Shares held by them in accordance with the provisions of the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in including Section 262 of the DGCL, or (ii) if any such holder of except that all Dissenting Shares shall held by stockholders who have failed to perfect or who effectively have withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right otherwise lose their dissenters’ rights pursuant to appraisal and payment for such holder’s shares under Section 262 the provisions of the DGCLDGCL will thereupon be deemed to have been converted into, such holder shall forfeit and represent the right to appraisal of such shares receive, the Merger Consideration in the manner provided in Article III and each such share shall not constitute a Dissenting Share and shall will no longer be treated as Excluded Shares. Notwithstanding anything to the contrary contained in this Section 3.3, if it had been a Share, as applicable, immediately the Merger is abandoned prior to the First Effective Time and converted, as of the First Effective Time, into a then the right of any stockholder to receive from be paid the Final Surviving Corporation fair value of such stockholder’s Dissenting Shares pursuant to the portion provisions of the Merger Consideration deliverable in respect thereof as determined in accordance DGCL will automatically cease and terminate with this Article III, without no further action by any interest thereon (and such holder shall be treated as a Company Stockholder)Person. The Company will give Buyer reasonable Parent and Purchaser prompt notice of all any written notices demands to receive fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company pursuant relating to Section 262 rights of dissent with respect to the DGCLMerger. Without The Company will give Parent and Purchaser the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights. The Company will not, except with the prior written consent of Buyer Parent and Purchaser (which consent shall not be unreasonably withheld, conditioned withheld or delayed), the Company shall not voluntarily make any payment with respect toto any demands for payment of fair value for Dissenting Shares, offer to settle or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his demands or her Shares for approve any purpose or receive payment of dividends withdrawal or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders treatment of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharessuch demands.

Dissenting Shares. Notwithstanding Section 2.1, Company Shares outstanding immediately prior to the foregoing Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing who is entitled to, and who has demanded, payment for fair value of such Company Shares (“Dissenting Shares”) in accordance with Section 53-15-4 of the NMBCA (“Section 53-15-4”) shall not be converted into the right to receive the Per Share Merger Consideration for each such Dissenting Share, unless and until such holder fails to perfect or effectively withdraws or otherwise loses the right to receive payment of fair value for such holder’s Dissenting Shares in accordance with Section 53-15-4. Any such holder shall instead be entitled only to receive payment of the fair value of such holder’s Dissenting Shares in accordance with the provisions of this Article IIISection 53-15-4 less any applicable Taxes required to be withheld in accordance with Section 2.4(e) with respect to such payment. At the Effective Time, the Dissenting Shares shall not no longer be converted into outstanding, and each holder of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive any portion the fair value of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; providedprovisions of Section 53-15-4. If, howeverafter the Effective Time, that (i) if any such holder fails to perfect or effectively withdraws or otherwise loses the right to receive payment of Dissenting Shares shall have failed to establish the fair value of such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal in accordance with the provisions of such shares Section 53-15-4 (or lost such holder’s right to appraisal and had not properly demanded payment for such holder’s shares under Section 262 of the DGCL53-15-4), such holder shall forfeit the right to appraisal of such shares and then each such share shall not constitute a Dissenting Share and shall be treated as if it such Dissenting Share had been a Share, as applicable, immediately prior to the First Effective Time and converted, converted as of the First Effective Time, Time into a the right to receive from the Final Surviving Corporation the portion of the Per Share Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIIConsideration, without any interest thereon (and such holder shall be treated as a Company Stockholder)thereon. The Company will give Buyer reasonable Parent (a) prompt written notice of all written notices any demand for payment of fair value of any Company Shares in accordance with Section 53-15-4, any withdrawals of such demands, and any other communications received by the Company pursuant to Section 262 or its Representatives in respect of the DGCLdemand, withdrawal, or perfection of any rights under Section 53-15-4 and (b) the opportunity to conduct jointly with the Company all negotiations and proceedings with respect to such demands related to any Company Shares under Section 53-15-4. Without The Company will not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, to any Dissenting Shares or settle or offer to settle, settle any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesdemands.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article III, Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to exercise and has properly and validly exercised dissenters’ rights in accordance with Chapter 13 of the CGCL (“Dissenting Shares Shares”) shall not be converted into a the right to receive any portion of the Common Stock Merger Consideration and the holders thereof Consideration, but instead shall be entitled converted into the right to receive payment from the Surviving Corporation with respect to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any CGCL unless and until such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right under the CGCL. At the Effective Time, holders of Dissenting Shares shall cease to appraisal and payment for such holder’s shares under Section 262 of the DGCLhave any rights with respect thereto, such holder shall forfeit except the right to appraisal receive payment of the “fair market value” of such shares Dissenting Shares held by them in accordance with the provisions of such Chapter 13. All Dissenting Shares held by holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights under such Chapter 13 shall thereupon be deemed to have been converted into and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to have become exchangeable for the First Effective Time and convertedright to receive the Common Stock Merger Consideration, as of the First Effective Time, into a right to receive from upon surrender, in the Final Surviving Corporation the portion manner provided in Section 3.4(b), of the Merger Consideration deliverable Certificate or Certificates that formerly evidenced such Dissenting Shares. Prior to the Closing Date, the Company shall keep Parent reasonably notified of any demands under such Chapter 13 and attempted withdrawals of such notices or demands, and Parent shall have the opportunity to reasonably participate in and reasonably direct all material negotiations, petitions and proceedings with respect thereof as determined in accordance with this Article IIIto such demands. Prior to the Effective Time, the Company shall not, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without the prior written consent of Buyer Parent (which shall not may be unreasonably withheld, conditioned given or delayedwithheld in its sole discretion), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the First Effective Timedemands, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a stockholder who is entitled to demand, and properly demands, appraisal of such shares pursuant to, and who complies in all respects with, the provisions of this Article IIISection 262 of the DGCL (such stockholders, the “Dissenting Shares Stockholders” and, such shares of Company Common Stock, the “Dissenting Shares”), shall not be converted into a or be exchangeable for the right to receive any portion of the Per Share Merger Consideration and the holders thereof Consideration, but instead each such Dissenting Stockholder shall be entitled to payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any rights as are granted by with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such Dissenting Stockholder shall have failed to perfect or shall have effectively waived, withdrawn or lost rights to appraisal under the DGCL. Each holder If any Dissenting Stockholder shall have failed to perfect or shall have effectively waived, withdrawn or lost such rights, each Dissenting Share held by such Dissenting Stockholder shall thereupon be deemed to have been converted into, as of Dissenting Shares who becomes entitled the Effective Time, the right to payment receive the Per Share Merger Consideration as provided in Section 1.5(b), and immediately following such conversion shall be automatically cancelled and cease to exist. The Company shall give Parent prompt notice of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such shares demands and any other instruments served pursuant to Section 262 of the DGCL shall receive payment therefor from and received by the Final Surviving Corporation Company relating to stockholders’ rights of appraisal in accordance with the DGCL; provided, however, that (i) if any such holder provisions of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior give Parent the opportunity to the First Effective Time participate in all negotiations and converted, as of the First Effective Time, into a right proceedings with respect to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and all such holder shall be treated as a Company Stockholder)demands. The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer or agree to settle, settle any such demand demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Article II to pay for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected shares of Company Common Stock for which appraisal rights pursuant to Section 262 of the DGCL have been perfected shall be entitled returned to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesParent on demand.

Dissenting Shares. Notwithstanding anything to the foregoing provisions contrary set forth in this Agreement, Shares issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and held by a holder who has not voted in favor of adoption of this Article IIIAgreement or consented thereto in writing and who has properly exercised appraisal rights 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, the Dissenting Shares withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL (in such case, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each holder of Dissenting Shares shall cease to have any rights as are granted with regard thereto except with regard to such holders’ right to receive the fair value of such Dissenting Shares to the extent afforded by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL); provided, however, that (i) if any if, after the Effective Time, such holder of Dissenting Shares shall have failed fails to establish perfect, withdraws or otherwise loses such holder’s entitlement right to appraisal rights as provided in pursuant to Section 262 of the DGCL, or (ii) if any a court of competent jurisdiction shall determine that such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right is not entitled to appraisal and payment for such holder’s shares under the relief provided by Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and Shares shall be treated as if it they had been a converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.4(b)(i), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)case may be. The Company will give Buyer reasonable shall provide Parent prompt written notice of all written notices any demands received by the Company for appraisal of Shares (or written threats thereof), any written withdrawal or purported withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations and Legal Table of the DGCLContents Proceedings with respect to such demands. Without Except with the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed)Parent, the Company shall not voluntarily make any payment with respect to, or offer to settle or offer to settle, or approve the withdrawal of, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant demands or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions of this Article IIIcontrary, the with respect to each Dissenting Shares Share, such Dissenting Share shall not be converted into a the right to receive any portion the Xxxxxx Merger Consideration but instead shall be cancelled and shall represent the right to receive only the payment, solely from Holdco, of the Merger Consideration appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the holders thereof shall be entitled to such rights as are granted by provisions of Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares Person shall have failed fail to establish such holder’s entitlement to appraisal rights as provided in Section 262 of perfect or otherwise shall waive, withdraw or lose the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit then the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right Person to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to those rights under Section 262 of the DGCLDGCL shall cease and such shares of Xxxxxx Common Stock shall be deemed to have been converted as of the Effective Time into, and shall represent only the right to receive the Xxxxxx Merger Consideration, without interest thereon. Without Xxxxxx shall give Xxxxxx prompt notice of any demands received by Xxxxxx for appraisal of shares of Xxxxxx Common Stock, any written withdrawal or purported withdrawal of any such demand and any other demand, notice or instrument delivered to Xxxxxx prior to the prior written consent of Buyer (which Effective Time that relates to such demand, and Xxxxxx shall have the right to control all negotiations and proceedings with respect to such demands. Xxxxxx shall not be unreasonably withheldsettle, conditioned or delayed), the Company shall not voluntarily make any payment payments with respect to, or settle to or offer to settle, any such demand for paymentclaim with respect to Dissenting Shares without the written consent of Xxxxxx, in Xxxxxx’x sole discretion. From and after Any portion of the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights Xxxxxx Merger Consideration made available to the Exchange Agent pursuant to Section 262 of the DGCL 4.02(a) to pay for Xxxxxx Common Stock for which appraisal rights have been perfected as described in this Section 4.05 shall be entitled returned to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contraryHoldco, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesupon demand.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing contrary (but subject to the provisions of this Article IIISection 2.3), 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 who complies in all respects with, Section 262 of the DGCL (such shares, the “Dissenting Shares Shares”) shall not be converted into a the right to receive any portion of the Merger Consideration Consideration. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist, and the holders thereof of Dissenting Shares shall only be entitled to the rights granted to them under the DGCL with respect to such rights as are granted by Section 262 of the DGCLDissenting Shares. Each If any such holder of Dissenting Shares who becomes entitled fails to payment for such shares pursuant perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL shall receive payment therefor from or other applicable Law, then the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any right of such holder to be paid the fair value of such Dissenting Shares shall have failed to establish cease and such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall be deemed to have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and shall be exchangeable solely for the right to receive from the Final Surviving Corporation the portion Merger Consideration, without interest and subject to any withholding of Taxes required by applicable Law as provided in Section 2.5, upon surrender of the Merger Consideration deliverable Certificates or Book-Entry Shares that formerly evidenced such Shares in respect thereof as determined the manner provided in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)Section 2.2. The Company will shall give Buyer reasonable Parent prompt notice of all written notices any demands received by the Company for appraisal of Shares and any other instruments served pursuant to Section 262 the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the DGCLright to direct and participate in all negotiations and proceedings with respect to such demands for appraisal. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or offer to settle or offer to settlecompromise, or settle or compromise, any such demand for payment. From and after the First Effective Timedemands, no stockholder who has properly exercised and perfected appraisal rights pursuant or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, Shares outstanding immediately prior to the Effective Time and held by a holder or beneficial holder that or who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and that or who complies in all respects with, Section 262 of this Article IIIthe DGCL (such Shares, the “Dissenting Shares Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such Shares) shall not be converted into a the right to receive any portion of the Merger Consideration Consideration, and shall instead represent the holders thereof shall be entitled right to such rights as are granted receive only the payment provided by Section 262 of the DGCL. Each If any such holder of Dissenting Shares who becomes entitled or beneficial holder fails to payment for such shares pursuant perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL or if a court of competent jurisdiction shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, determine that (i) if any such holder of Dissenting Shares shall have failed is not entitled to establish such holder’s entitlement to appraisal rights as the relief provided in by Section 262 of the DGCL, or (ii) if any then the right of such holder or beneficial holder to receive such payment in respect of such Dissenting Shares shall have effectively withdrawn cease and such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and Shares shall be treated as if it had deemed to have been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a and shall be exchangeable solely for the right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall no longer be treated as a Company Stockholder)Dissenting Shares. The Company will shall give Buyer reasonable Parent prompt notice and copies of all written notices any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the DGCLright to participate in and direct all negotiations and Actions with respect to such demands. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demand for payment. From and after the First Effective Timedemands, no stockholder who has properly exercised and perfected appraisal rights pursuant approve any withdrawal of any such demands or agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding the foregoing provisions any provision of this Article IIIAgreement to the contrary and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder (a “Dissenting Stockholder”) who has neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing or is otherwise entitled to dissenters’ rights under Section 262 of the DGCL and who has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares shall and otherwise not withdrawn or lost such rights (the “Dissenting Shares”), will not be converted into a into, or represent the right to receive any portion of receive, the Merger Consideration and the holders thereof Consideration. Instead such stockholder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights as are granted by with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost his or her dissenters’ rights. Each holder of Dissenting Stockholders will be entitled to the rights with respect to the Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation held by them in accordance with the provisions of the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in including Section 262 of the DGCL, or (ii) if any such holder of except that all Dissenting Shares shall held by stockholders who have failed to perfect or who effectively have withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right otherwise lose their dissenters’ rights pursuant to appraisal and payment for such holder’s shares under Section 262 the provisions of the DGCLDGCL will thereupon be deemed to have been converted into, such holder shall forfeit and represent the right to appraisal of such shares receive, the Merger Consideration in the manner provided in Article III and each such share shall not constitute a Dissenting Share and shall will no longer be treated as Excluded Shares. Notwithstanding anything to the contrary contained in this Section 3.3, if it had been a Share, as applicable, immediately the Merger is abandoned prior to the First Effective Time and convertedAcceptance Time, as then the right of any stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the First Effective Time, into a right DGCL will cease. The Company will give Parent and Purchaser prompt notice of any written demands to receive from fair value for Shares held by a stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Final Surviving Corporation Company relating to rights of dissent with respect to the Merger. The Company will give Parent and Purchaser the opportunity to participate in and direct all negotiations and proceedings with respect to assertion of dissenters’ rights. The Company will not, except with the prior written consent of Parent and Purchaser, make any payment with respect to any demands for payment of fair value for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands. Any portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by made available to the Company Paying Agent pursuant to Section 262 of the DGCL. Without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer 3.2(a) to settle, any such demand pay for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL Dissenting Shares shall be entitled returned to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesParent upon demand.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article IIICompany Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Dissenting Shares Shares”) shall not be converted into a right to receive any portion of the Merger Consideration and as provided in Section 2.1(c), but rather the holders thereof of Dissenting Shares shall be entitled to payment by the Surviving Corporation of the fair value of such Dissenting Shares in accordance with Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive the “fair value” of such Dissenting Shares as are granted by determined in accordance with Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL); provided, however, that (i) if any such holder of Dissenting Shares shall have failed fail to establish such holder’s entitlement to appraisal rights as provided in Section 262 of perfect or otherwise shall waive, withdraw or lose the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall forfeit cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and shall have become exchangeable solely for the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Sharereceive, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable as provided in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company StockholderSection 2.1(c). The Company will give Buyer reasonable shall serve prompt notice to Parent of all written notices any demands received by the Company pursuant for appraisal of any shares of Company Common Stock, and Parent shall have the right to Section 262 of participate in all negotiations and actions with respect to such demands at Parent’s sole expense. Prior to the DGCL. Without Effective Time, the Company shall not, without the prior written consent of Buyer Parent, (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily i) make any payment with respect to, or settle or offer to settle, any such demands, (ii) waive any failure to timely deliver a written demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal or timely take any other action to perfect appraisal rights pursuant in accordance with the DGCL, or (iii) agree to Section 262 do any of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesforegoing.

Dissenting Shares. Notwithstanding Each share of Company Common Stock which is issued and outstanding immediately prior to the foregoing provisions Effective Time and which is held by a holder who has not voted such share in favor of this Article IIIthe Merger, who shall have delivered a written demand for appraisal of such share in the manner provided by Delaware Law and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to appraisal (each such share, a “Dissenting Shares Share”) shall not be converted into a right to receive any portion of the Merger Consideration and the Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCLDelaware Law (“Section 262”). Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCLDelaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s his or her entitlement to appraisal rights as provided in Section 262 of the DGCL262, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s his or her demand for appraisal of such shares or lost such holder’s his or her right to appraisal and payment for such holder’s shares under Section 262 or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the DGCLvalue of all Dissenting Shares within the time provided in Section 262 of the Delaware Law, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive the Merger Consideration, without interest thereon, from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)Corporation. The Company will shall give Buyer reasonable Parent prompt written notice of all written notices any demands received by the Company pursuant for appraisal of shares of Company Common Stock, and Parent shall have the right to Section 262 of the DGCLparticipate in all negotiations and proceedings with respect to such demands. Without The Company shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant Any communication to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out Company to any holder of its own funds. No funds will Company Common Stock with respect to such demands shall be supplied for that purposesubmitted to Parent in advance and shall not be presented to any holder of Company Common Stock prior to the Company receiving Parent’s consent, directly which shall not be unreasonably delayed or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Shareswithheld.

Dissenting Shares. Notwithstanding the foregoing provisions any provision of this Article IIIAgreement to the contrary, to the extent that holders of Shares are entitled to appraisal rights under Section 262 of the DGCL, Shares issued and outstanding immediately prior to the Effective Time with respect to which the holder thereof has properly exercised and perfected the right to dissent from the Merger and to be paid fair value in accordance with Section 262 of the DGCL and as to which, as of the Effective Time, the holder thereof has not failed to timely perfect or shall have not effectively withdrawn or lost dissenters' rights under Section 262 of the DGCL (the "Dissenting Shares Shares"), shall not be converted into or represent a right to receive any portion of the Merger Consideration and into which Shares are converted pursuant to Section 1.3(b) hereof, but the holders holder thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each Notwithstanding the immediately preceding sentence, if any holder of Dissenting Shares who becomes entitled demands dissenters' rights with respect to payment for such shares pursuant its Shares under the DGCL effectively withdraws or loses (through failure to Section 262 perfect or otherwise) its dissenters' rights, then as of the DGCL Effective Time or the occurrence of such event, whichever later occurs, such holder's Shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive payment therefor from the Final Surviving Corporation Merger Consideration as provided in accordance with Section 1.3(b) hereof, without interest thereon, upon surrender of the DGCL; providedCertificate or Certificates formerly representing such Shares, howeverand such Shares shall no longer be Dissenting Shares. At the Effective Time, that (i) if any such holder of Dissenting Shares shall cease to have failed to establish such holder’s entitlement to appraisal any rights as with respect thereto, except the rights provided in Section 262 of Delaware Law and as provided in this Section 1.6. The Company shall give Parent (i) prompt written notice of any notice of intent to demand fair value for any Shares, withdrawals of such notices, and any other instruments served pursuant to the DGCLDGCL and received by the Company, or and (ii) if any such holder the opportunity to direct all negotiations and proceedings with respect to demands for fair value of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without shall not, except with the prior written consent of Buyer (which shall not be unreasonably withheldParent, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle to any demands for fair value of Shares or offer to settle, settle or settle any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Sharesdemands.

Dissenting Shares. Notwithstanding anything to the foregoing provisions contrary contained in this Agreement, shares of this Article III, Company Common Stock held by a holder who has made a demand for appraisal of such shares in accordance with the IBCA (any such shares being referred to as “Dissenting Shares Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the IBCA with respect to such shares) shall not be converted into a or represent the right to receive any portion of the Merger Consideration and the holders thereof pursuant to this Agreement, but shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each IBCA to a holder of Dissenting Shares. At the Effective Time, the Dissenting Shares who becomes entitled shall no longer be outstanding and shall automatically be canceled and shall cease to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; providedexist, however, that (i) if any such and each holder of Dissenting Shares shall cease to have failed any rights with respect thereto, except the right to establish receive the fair value of such holder’s entitlement to appraisal rights as provided Dissenting Shares in Section 262 accordance with the provisions of the DGCL, or (ii) if IBCA. If any such holder of Dissenting Shares shall have effectively withdrawn lose their status as such holder’s demand for (through failure to perfect appraisal of such shares rights under the IBCA or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCLotherwise), such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Share, as applicable, immediately prior to the First Effective Time and convertedthen, as of the First later of the Effective TimeTime or the date of loss of such status, such shares shall automatically be converted into a and shall represent only the right to receive from the Final Surviving Corporation the portion Merger Consideration, without interest thereon, in exchange for each such share, upon surrender of the Merger Consideration deliverable Company Stock Certificates that formerly evidenced such Dissenting Shares in respect thereof as determined the manner set forth in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder)Section 1.9. The Company will shall give Buyer reasonable Parent (a) prompt notice of all any written notices demands for payment of fair value of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the IBCA and received by the Company pursuant relating to Section 262 stockholders’ dissenters’ rights, and (b) the opportunity to participate in all negotiations and proceedings with respect to demands under the IBCA consistent with the obligations of the DGCLCompany thereunder. Without The Company shall not, except with the prior written consent of Buyer Parent, (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily i) make any payment with respect toto such demand, (ii) offer to settle or settle or offer to settle, any such demand for payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends fair value or (iii) waive any failure to timely deliver a written demand for payment of fair value or timely take any other distributions action to perfect payment of fair value rights in accordance with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, any payments required to be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or indirectly, by Buyer (or any of its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting SharesIBCA.