Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and 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, the provisions of Section 262 of the DGCL (“Section 262”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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. 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 Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any withdrawals of such demands, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and 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, the provisions of Section 262 of the DGCL (“Section 262”), any Dissenting Shares shall not be converted into or not be exchangeable for a right entitled to receive the Merger Consideration as specified provided in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”2.04(a), but instead such holder after at the First Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder holders of Dissenting Shares shall cease to have any rights with respect thereto, except the right be entitled to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262238 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, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal dissent under Section 262, or a court 238 of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262CICL, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 238 of the CICL shall cease and such Dissenting Shares shall be deemed to have been converted at the First Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined as provided in Section 2.02. (b) 2.04(a), without interest or any other payments. The Company shall give serve prompt written notice to Parent of any notices of objection, notices of dissent or demands for appraisal fair value under Section 238 of the CICL of any shares of Company Common Stock and any the Shares, attempted withdrawals of such demandsnotices or demands and any other instruments served pursuant to the CICL and received by the Company, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such notices and demands. The Company shall not, except with without the prior written consent of ParentParent (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), or as otherwise required under the CICL, make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentnotices or demands, or agree to do or commit to do any of the foregoing. In the event that any written notices of objection to the First Merger are served by any Company Shareholder pursuant to Section 238(2) and in accordance with Section 238(3) of the CICL, the Company shall serve written notice of the authorization of the First Merger on such Company Shareholders pursuant to Section 238(4) of the CICL within twenty (20) days of the approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Required Vote.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares (“Dissenting Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a any holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to demand and properly demands appraisal of such shares of Company Common Stock Dissenting Shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”), ) shall not be converted into or be exchangeable for a the right to receive the Merger Consideration as specified provided in Section 2.01(a2.1(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)this Agreement, but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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. 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 Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to be Mixed Consideration Electing Shares that have been converted at the Effective Time into, and shall have become, the right to receive the Merger Mixed Consideration upon compliance with the procedure outlined as provided in Section 2.02. (b2.1(a)(i) of this Agreement. The Company shall give serve prompt written notice (but in any event within 48 hours) to Parent of any demands for appraisal of any shares of Company Common Stock and any withdrawals of such demands, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentParent (which consent shall not be unreasonably conditioned, withheld or delayed), voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentdemands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a any holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to demand and who demands properly demands in writing appraisal of for such shares of Company Common Stock pursuant toShares 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” 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, 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 payment of the appraised value of such Common Shares in accordance with the provisions of Section 262 of the DGCL (“Section 262”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262DGCL. At the Effective Time, all the Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired 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 appraised value of such Dissenting Common Shares in accordance with the provisions of Section 262262 of the DGCL. Notwithstanding the foregoing, if all Dissenting Shares held by any such holder who shall fail have failed to perfect or who effectively shall have withdrawn or otherwise shall waive, withdraw or lose the right lost its rights to appraisal of such Dissenting Shares under Section 262, 262 of the DGCL or a court of competent jurisdiction shall determine have determined that such holder is not entitled to the relief provided by Section 262262 of the DGCL shall thereupon be deemed to have been automatically converted into, then and to have become exchangeable for, and shall represent only the right to receive the consideration payable in respect of such Common Shares in accordance with Section 1.09, without any interest thereon, upon surrender in the manner provided in Section 1.16 and the right of such holder to be paid payment of the fair appraised value of such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02cease. (b) The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any withdrawals of such demands, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrary, including Section 2.01contrary contained in this Agreement, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and 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, the provisions of accordance with Section 262 of the DGCL (any such shares being referred to as “Dissenting Shares” until such time as such holder effectively withdraws or fails to perfect or otherwise loses such holder’s appraisal rights under Section 262”), 262 of the DGCL with respect to such shares) shall not be converted into or be exchangeable for a represent the right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 2622.5, but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares. At the Effective Time, all the Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired 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. Notwithstanding 262 of the foregoing, if DGCL. (b) If any Dissenting Shares shall lose their status as such holder shall fail (through failure to perfect or otherwise shall waiveotherwise), withdraw or lose then, as of the right to appraisal under Section 262, or a court later 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 been converted at the Effective Time intoor the date of loss of such status, such shares shall automatically be converted into and shall have become, represent only the right to receive the Merger Consideration in accordance with Section 2.5, without interest thereon, upon compliance surrender of the Company Stock Certificate representing such shares or transfer of such book-entry share, as the case may be, in accordance with the procedure outlined in Section 2.02terms hereof. (bc) The Company shall give Parent: (i) prompt written notice of (A) any demand for appraisal received by the Company prior to Parent the Effective Time pursuant to the DGCL; (B) any withdrawal or attempted withdrawal of any demands for appraisal of such demand; and (C) any shares of other demand, notice or instrument delivered to the Company Common Stock prior to the Effective Time pursuant to the DGCL; and any withdrawals of such demands, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or settlement offer or settle any such demands prior to the Effective Time with respect to, or settle, or offer or agree to settle, any such demand demand, notice or instrument. Each holder of Dissenting Shares who becomes entitled under Section 262 of the DGCL to receive payment of the “fair value” for paymentsuch holder’s shares shall receive such payment therefor from the Surviving Corporation after giving effect to any withholdings required by applicable Law (but only after the amount thereof shall have been finally determined pursuant to the DGCL), and such shares shall be retired and cancelled.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares of Company Series B Common Stock issued and that are outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and any Person who is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant toin accordance with, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262Dissenting Shares”), ) shall not be converted at the Effective Time into or be exchangeable for a represent the right to receive the Merger Series B Consideration as specified in pursuant to Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”2.6(a)(ii)(2), but instead such instead, and in lieu thereof, each holder after the Effective Time of a Dissenting Share shall only be entitled to payment of the fair value of such Dissenting Shares Share in accordance with and to the extent provided in Section 262. At 262 of the Effective TimeDGCL, all Dissenting Shares shall no longer be outstandingunless and until any such holder fails to perfect, shall automatically be canceled waives or effectively withdraws or otherwise loses their rights to appraisal and retired and shall cease to existpayment thereunder; provided, 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. Notwithstanding the foregoing, that if any such holder shall fail to perfect or otherwise shall waive, effectively withdraw or lose the right to appraisal under Section 262262 of the DGCL with respect to any Dissenting Shares, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, 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 thereupon be deemed to have been cancelled and converted at as of the Effective Time into, and shall to have becomebecome exchangeable solely for, the right to receive the Merger Series B Consideration without any interest thereon, upon compliance with the procedure outlined in Section 2.02. (b) The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any withdrawals surrender of such demandsDissenting Share pursuant to Section 2.7 hereof, and Parent shall have the right not thereafter be deemed to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for paymentbe a Dissenting Share.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including in the event that the applicable requirements of Section 2.011300(b) of the CGCL have been satisfied, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a holder shareholder (the “Dissenting Shareholders”) who has (a) voted such shareholder’s shares of Company Common Stock against the Merger (or did not voted in favor of adoption of this Agreement or consented consent thereto in writing, and who if approval the Merger is obtained by written consent), (b) is entitled to demand and properly demands appraisal of demand that the Company purchase such shares of Company Common Stock pursuant to, and who complies at their fair market value in all respects with, the provisions of accordance with Section 262 1301 of the DGCL CGCL, (“c) has submitted such shares for endorsement in accordance with Section 262”)1302 of the CGCL and (d) has not otherwise failed to perfect or effectively withdrawn or lost such right to require the Company to so purchase such shares, shall not be converted into or be exchangeable for a the right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time Dissenting Shareholder shall be entitled to payment of have the Dissenting Shares purchased by the Company for cash at the fair market value of such Dissenting Shares thereof as agreed upon or determined in accordance with Section 262. At the provisions of Chapter 13 of the CGCL (and at the Effective Time, all such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of such Dissenting Shares Shareholder shall cease to have any rights with respect thereto, except the right to receive have the fair value of such Dissenting Shares purchased by the Company in accordance with the provisions of Section 262. Notwithstanding Chapter 13 of the foregoingCGCL), if any unless and until such holder Dissenting Shareholder shall fail have failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the lost such right to appraisal under Section 262require the Company to so purchase the Dissenting Shares. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, 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 been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such share of Company Common Stock, in accordance with Section 3.1(b), without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for pursuant to Chapter 13 of the CGCL, attempted withdrawals of such demandsdemands and any other instruments served pursuant to Chapter 13 of the CGCL and received by the Company relating to a shareholder’s demand that the Company purchase shares of Company Common Stock, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for purchase and payment.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares of Company Parties Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held owned by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to demand and has properly demands demanded appraisal of such shares of Company Common Stock pursuant toin accordance with, and who complies in all respects with, the provisions of (i) with respect to VSee, Section 262 of the DGCL (the “Section 262VSee 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”) shall not be converted into or be exchangeable for a the right to receive Parent Common Stock, and shall instead represent the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred right to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with and to the extent provided by Section 262262 of the DGCL or Subchapter H, Chapter 10 of the TBOC, as applicable. At the Effective Time, (a) all Dissenting Shares shall no longer be outstandingcancelled, shall automatically be canceled extinguished and retired and shall cease to exist, exist and each holder (b) the holders of Dissenting Shares shall cease be entitled only to have any such rights with respect theretoas may be granted to them under the DGCL or the TBOC, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262as applicable. Notwithstanding the foregoing, if If any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose the loses such holder’s right to appraisal under Section 262262 of the DGCL, Subchapter H, Chapter 10 of the TBOC, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262other applicable Law, 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 been converted at converted, as of the Effective Time intoTime, and shall have become, into the right to receive Parent Common Stock upon the Merger Consideration upon compliance with the procedure outlined terms and conditions set forth in Section 2.02. (b) The this Agreement applicable to holders that have not properly demanded appraisal rights. A Company Party shall give Parent prompt written notice to Parent (and in any event within three (3) Business Days) of any demands received by such Company Party for appraisal of any shares of Company Parties Common Stock and any Stock, attempted withdrawals of such demandsdemands 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 have the right to participate in and and, following the Effective Time, direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, a Company Party shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or compromise or offer to settle or agree to settlecompromise, any such demands or waive any failure to timely deliver a written demand for paymentappraisal or otherwise comply with the provisions under Section 262 of the DGCL, Subchapter H, Chapter 10 of the TBOC, or agree or commit to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares (the “Dissenting Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a any holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and 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, the provisions of Section 262 of the DGCL Delaware Law (“Section 262”), ) shall not be converted into or be exchangeable for a the right to receive the Merger Consideration as specified provided in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”2.02(a), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares shares in accordance with the provisions of Section 262. At the Effective Time, all the Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired 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 the fair value of such Dissenting Shares 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, 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 been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined as provided in Section 2.02. (b) 2.02(a). The Company shall give serve prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock Stock, withdrawals of any such demands and any withdrawals of such demandsother 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 shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentdemands, or agree to do or commit to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time of the First Merger for which the holder thereof (other than shares cancelled and retired in accordance with Section 2.01i) and held by a holder who has not voted in favor of adoption of this Agreement the First Merger or consented thereto to it in writing, writing and who is entitled to demand and properly demands (ii) has demanded the appraisal of such shares of Company Common Stock pursuant toin accordance with, and who complies has complied in all respects with, Section 262 of the provisions DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration in accordance with Section 1.6(a). At the Effective Time of the First Merger, (x) all Dissenting Shares shall be cancelled and cease to exist and (y) the holder or holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under Section 262 of the DGCL (“Section 262”). (b) Notwithstanding the provisions of this Section 1.11, shall not be converted into if any holder of Dissenting Shares effectively withdraws or be exchangeable for a right loses such appraisal rights (through failure to receive the Merger Consideration as specified in Section 2.01(a) (perfect such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”appraisal rights or otherwise), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares then that holder’s shares (i) shall no longer be outstanding, shall automatically deemed to be canceled and retired 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. 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 Dissenting Shares under Section 262 shall cease and such Dissenting Shares (ii) shall be deemed to have treated as if they had been converted automatically at the Effective Time into, and shall have become, of the First Merger into the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate formerly representing such shares in accordance with Section 1.6(a). In such event, if the Exchange Fund shall then remain in place, Parent shall promptly deposit or cause Surviving Entity to deposit in the Exchange Fund the aggregate amount of Merger Consideration upon compliance with the procedure outlined in Section 2.02respect of such Dissenting Shares. (bc) The Company shall give Parent (i) prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any Stock, the withdrawals of such demands, and Parent shall have any other instrument served on Company under the provisions of Section 262 and (ii) the right to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company shall not, except not offer or agree to make or make any payment with respect to any demands for appraisal or offer to settle or settle any such demands without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares cancelled XXX Owned Shares and retired in accordance with Section 2.01Cancelled Shares) and held by a holder who has did not voted vote in favor of adoption of this Agreement or consented consent thereto in writing, writing and who is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in has complied with all respects with, the provisions of Section 262 the OGCL concerning the right of holders of Shares to require payment of the DGCL fair cash value of such Shares in accordance with Sections 1701.84 and 1701.85 of the OGCL (the “Section 262Dissenting Shares”), ) shall not be converted into or be exchangeable for a represent the right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)Consideration, but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At instead, at the Effective Time, all shall be converted into the right to receive payment of such amounts that are payable in accordance with the procedures set forth in Section 1701.85 of the OGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled cancelled and retired 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 to the provisions extent afforded by Section 1701.85 of Section 262. Notwithstanding the foregoing, if any such OGCL). (b) If a holder shall fail of Dissenting Shares withdraws its demand for fair cash value or fails to perfect or otherwise shall waivewaives or loses its rights as a dissenting shareholder, withdraw or lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled in any case pursuant to the relief provided by Section 262OGCL, 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 been converted at as of the Effective Time into, and shall to have become, become exchangeable solely for the right to receive receive, without interest or duplication, the Merger Consideration upon compliance in accordance with the procedure outlined in Section 2.02terms of this Agreement. (bc) The Company STFC shall give prompt LMHC (i) as promptly as reasonably practicable written notice to Parent of any written demand (or written threats thereof) for appraisal or payment of the fair value of any Shares (including copies of any written demands), written withdrawals or written attempted withdrawals of such demands (purported or otherwise), and any other written instruments served pursuant to the OGCL with respect to demands for appraisal or payment of the fair value of any shares of Company Common Stock Shares received by STFC and any withdrawals of such demands, and Parent shall have (ii) the right to participate in and direct all negotiations and proceedings Actions with respect to such demands. The Company demands or threats. (d) STFC shall not, except with the prior written consent of ParentLMHC, voluntarily make any payment with respect to, or settle, settle or compromise or offer to settle or agree to settlecompromise, any such demand for paymentor threat, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder Stockholder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to demand and properly demands demanded appraisal of for such shares of Company Common Stock pursuant to, and who complies in all respects with, accordance with the provisions of Section 262 of the DGCL DRS (“Section 262Dissenting Shares”)) shall not be entitled to vote for any purpose or receive dividends, shall not be converted into or be exchangeable for a the right to receive Parent Common Stock in accordance with Section 3.1 hereof, and shall only be entitled to receive such consideration as shall be determined pursuant to the Merger Consideration as specified in Section 2.01(a) (DRS; provided, however, that if, after the Effective Time, such Stockholder fails to perfect or withdraws or loses his or her right to appraisal or otherwise fails to establish the right to be paid the value of such Stockholder’s shares of Company Common Stock under the DRS, such shares of Company Common Stock being referred to collectively shall be treated as the “Dissenting Shares”), but instead such holder after if they had converted as of the Effective Time shall be entitled into the right to payment of the fair value of such Dissenting Shares receive Parent Common Stock in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist3.1 hereof, 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. 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 Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any withdrawals of such demands, and Parent shall have the right to participate in and direct all no longer be Dissenting Shares. All negotiations and proceedings with respect to such demandspayment for Dissenting Shares shall be handled jointly by Parent and the Company prior to the Closing Date and exclusively by the Company thereafter. The In the event that more than 35% of the outstanding shares of the Company are Dissenting Shares, either the Company or Parent may elect to terminate this Agreement, which shall notforthwith become void and of no further force and effect and the parties hereto shall be released from any and all obligations hereunder; provided, except with however, that nothing herein shall relieve any party hereto from liability for the prior written consent breach of Parentany of its representations, voluntarily make 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 payment with respect toand all obligations hereunder; provided, however, that nothing herein shall relieve any party hereto from liability for the breach of any of its representations, warranties, covenants or settle, or offer or agree to settle, any such demand for paymentagreements set forth in this Agreement.

Dissenting Shares. (a) Notwithstanding any provision provisions of this Agreement to the contrary, including Section 2.01, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to made a demand and properly demands for appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262”), 262 of the DGCL with respect to such shares) shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except represent the right to receive the fair value consideration payable in accordance with Section 1.5, but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares (a “Dissenting Stockholder”). Parent shall be entitled to retain any such consideration not paid on account of such Dissenting Shares in accordance with pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 262. Notwithstanding the foregoing1.10(a), but subject to Section 1.11, if any Dissenting Shares shall lose their status as such holder shall fail (through failure to perfect or otherwise shall waiveotherwise), withdraw or lose then, as of the right to appraisal under Section 262, or a court later 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 been converted at the Effective Time intoor the date of the loss of such status, such shares shall automatically be converted into and shall have become, represent only the right to receive the Merger Consideration applicable consideration in accordance with Section 1.5(c) or Section 1.5(d), without interest thereon, upon compliance with surrender of the procedure outlined in certificate or certificates representing such shares of Company Capital Stock or an affidavit of loss pursuant to Section 2.021.9(c). (bc) The Company shall give Parent: (i) prompt notice of: (A) any written notice demand received by the Company prior to Parent of any demands for appraisal of any the Effective Time to require the Company to purchase shares of Company Common Capital Stock pursuant to Section 262 of the DGCL; (B) any withdrawal of any such demand; and (C) any withdrawals of such demandsother demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL; and (ii) and provide Parent shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, to any such demands or offer to settle or agree to settle, settle any such demand demands. Any communication made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s consent. (d) If Parent, the Company, the Interim Surviving Corporation or the Surviving Company make payments to holders of Dissenting Shares pursuant to this Section 1.10 and (i) the sum of (A) the aggregate amount of such payments plus (B) Parent’s, the Company’s, the Interim Surviving Corporation’s and the Surviving Company’s costs, fees and expenses (including but not limited to reasonable legal, appraisal and expert fees and expenses) in any manner relating to Dissenting Shares and/or Dissenting Stockholders, exceeds (ii) the Dissenting Shares Allocable Amount (such excess being “Excess Payments”), then such Excess Payments shall be considered Damages for paymentpurposes of this Agreement and Parent shall be entitled to an indemnity from the Escrow Fund for that amount.

Dissenting Shares. (a) Notwithstanding any provision Section 2.02, Shares outstanding as of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with such Shares converted or canceled, as applicable, pursuant to Section 2.012.02(b) or Section 2.02(c)) and held by a holder who has did not voted vote in favor of the adoption of this Agreement (or consented consent thereto in writing, ) and who is entitled to demand and has properly demands exercised appraisal rights in respect of such shares of Company Common Stock pursuant to, and who complies Shares in all respects with, the provisions of accordance with Section 262 of the DGCL (“Section 262”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of for such Dissenting Shares determined in accordance with Section 262. At 262 of the DGCL; provided, however, that if, after the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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. Notwithstanding the foregoing, if any such holder shall fail fails to perfect perfect, withdraws or otherwise shall waive, withdraw or lose the loses such holder’s right to appraisal under pursuant to Section 262262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, 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 treated as if they had been converted at as of the Effective Time into, and shall have become, into the right to receive the Merger Consideration in accordance with Section 2.02(a), without interest thereon, upon compliance surrender of such Certificate formerly representing such Shares or transfer of such Uncertificated Shares, as the case may be, in accordance with the procedure outlined in Section 2.02. (b) 2.03. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any shares Shares, of Company Common Stock and any withdrawals of such demandsdemands and of any other instruments served pursuant to the DGCL and received by the Company relating to Section 262 of the DGCL, and Parent shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or compromise or offer to settle or agree to settlecompromise, any such demand for paymentor agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including to the extent that holders of Shares are entitled to appraisal rights under Section 2.01262 of the DGCL, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares cancelled with respect to which the holder thereof has properly exercised and retired perfected the right to dissent from the Merger and to be paid fair value in accordance with Section 2.01) 262 of the DGCL and held by a as to which, as of the Effective Time, the holder who thereof has not voted in favor of adoption of this Agreement failed to timely perfect or consented thereto in writing, and 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, the provisions of shall have not effectively withdrawn or lost dissenters' rights under Section 262 of the DGCL (“Section 262”the "Dissenting Shares"), shall not be converted into or be exchangeable for represent a right to receive the Merger Consideration as specified in into which Shares are converted pursuant to Section 2.01(a1.3(b) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)hereof, but instead the holder thereof shall be entitled only to such rights as are granted by the DGCL. Notwithstanding the immediately preceding sentence, if any holder after of Shares who demands dissenters' rights with respect to its Shares under the DGCL effectively withdraws or loses (through failure to perfect or otherwise) its dissenters' rights, then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder's Shares shall thereupon be entitled deemed to payment have been converted as of the fair value Effective Time into the right to receive the Merger Consideration as provided in Section 1.3(b) hereof, without interest thereon, upon surrender of the Certificate or Certificates formerly representing such Shares, and such Shares shall no longer be Dissenting Shares in accordance with Section 262Shares. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each any 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 rights provided 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 Dissenting Shares under Section 262 shall cease of Delaware Law and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined as provided in this Section 2.02. (b) 1.6. The Company shall give Parent (i) prompt written notice to Parent of any demands notice of intent to demand fair value for appraisal of any shares of Company Common Stock and any Shares, withdrawals of such demandsnotices, and Parent shall have any other instruments served pursuant to the right DGCL and received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for fair value of Shares under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, to any demands for fair value of Shares or offer to settle or agree to settle, settle any such demand for paymentdemands.

Dissenting Shares. (a) Notwithstanding any other term or provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and that are outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and which are held by a holder stockholders who has (i) have not voted in favor of adoption of this Agreement or consented thereto in writingto the Merger, and who is entitled to demand and properly demands (ii) have demanded appraisal of for such shares of Company Common Stock pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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. Notwithstanding 92A.300 to 92A.500, inclusive, of the foregoingNGCL (if such provisions provide for appraisal rights for such shares), if any such holder shall fail and (iii) have not failed to perfect or effectively withdrawn such demand or otherwise lost their appraisal rights (the "Dissenting Shares"), shall waive, withdraw not be converted pursuant to ----------------- Section 3.1(c) hereof or lose represent the right to appraisal under Section 262, or a court of competent jurisdiction receive any Parent Common Stock -------------- pursuant to this Article III (but shall determine that such holder is not be entitled to the relief provided by receive dividends under ----------- Section 262, then the right 3.2(d) hereof). Holders 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 entitled to have -------------- such shares appraised in accordance with the provisions of Section 92A.300 to 92A.500, inclusive, of the NGCL, except that all Dissenting Shares held by stockholders who have failed to perfect or have effectively withdrawn or otherwise lost their right to appraisal of such shares under such provisions of the NGCL shall thereupon be deemed to have been converted at the Effective Time into, and shall to have becomebecome exchangeable for, as of the Effective Time, the right to receive receive, without any interest thereon, certificates representing the Merger Consideration upon compliance with shares of Parent Common Stock, and cash in lieu of fractional shares of Parent Common Stock and any dividends to the procedure outlined extent provided in Section 2.02.3.2(c) hereof to be issued or paid -------------- in consideration therefor upon surrender of such certificates in accordance with Section 3.2 hereof. ----------- (b) The Company shall give Parent (i) prompt written notice to Parent of any demands for appraisal received by the Company, withdrawals of any shares of Company Common Stock demands for appraisal, and any withdrawals of such demandsother instruments served pursuant to the NGCL and received by the Company, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the NGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect toto any demands for appraisal, or offer to settle, or offer or agree to settle, any such demand for paymentappraisal rights.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a holder any Company Stockholder who has not shall have neither voted in favor of adoption of this Agreement or the Merger nor consented thereto in writing, writing and who is entitled to demand and shall have demanded properly demands in writing appraisal of for such shares of Company Common Stock pursuant to, and who complies Shares in all respects with, the provisions of accordance with Section 262 of the DGCL (collectively, the “Section 262Dissenting Shares”), ) shall not be converted into or be exchangeable for a the right to receive the Merger Consideration as specified provided in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”3.01(b), but instead such holder after rather, the Effective Time holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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 appraised value of such Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding 262 of the foregoingDGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262, or a court 262 of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262DGCL, then the right of such holder to be paid the fair appraised value of such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted at as of the Effective Time into, and shall to have becomebecome exchangeable solely for, the right to receive the Merger Consideration upon compliance with the procedure outlined Consideration, without interest, as provided in Section 2.023.01(b). (b) The Company shall give prompt written notice to notify Parent as promptly as reasonably practicable of any demands received by the Company for appraisal of any shares of Company Common Stock Shares, withdrawals thereof and any withdrawals other instruments delivered to the Company pursuant to Section 262 of such demandsthe DGCL, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, any such demand demands, or agree to do any of the foregoing. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.03(a) to pay for paymentDissenting Shares shall be returned to Parent upon demand; provided, that Parent shall remain liable to pay, or cause the Surviving Corporation to pay, the Merger Consideration with respect to any Company Shares covered by the proviso to Section 3.04(a).

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.012.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder stockholder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to demand appraisal and who has properly demands exercised appraisal of rights for such shares of Company Common Stock pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (“Section 262”), shall not be converted into or be exchangeable for a right to receive the Per Share Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled only to payment of the fair appraised value of such Dissenting Shares shares in accordance with Section 262. At 262 of the Effective Time, all Dissenting Shares shall no longer be outstanding, DGCL following which such shares shall automatically be canceled and retired and shall cease to exist; provided, and each holder of Dissenting Shares shall cease however, that if, after the Effective Time, such stockholder fails to have any rights with respect theretoperfect, except the withdraws or loses such stockholder’s right to receive appraisal, pursuant to Section 262 of the fair value of such Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, DGCL or 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 stockholder is not entitled to the relief provided by Section 262262 of the DGCL, then the right such shares of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares Company Common Stock shall be deemed to have treated as if they had been converted at as of the Effective Time into, and shall have become, into the right to receive the Per Share Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.09 and less any amounts previously paid to such stockholder pursuant to Section 262(h) of the DGCL) in accordance with Section 2.03(a), without interest thereon, upon compliance with surrender of the procedure outlined in Section 2.02. (b) Certificate formerly representing such shares. The Company shall give prompt provide Parent promptly (and in any event within two (2) Business Days), a written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock Stock, any withdrawal of any such demand and any withdrawals other demand, notice, instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relate to such demandsdemand, and Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings Proceedings with respect to such demands. The Company shall not, except Except with the prior written consent of Parent, voluntarily the Company shall not make any payment with respect to, or settle, offer to settle or offer or agree to settle, any such demand for paymentdemands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01if required by DGCL (but only to the extent required thereby), shares of Company Class A Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Class A Common Stock to be cancelled and retired in accordance with pursuant to Section 2.013.1(c)) and that are held by a holder holders of such shares who has have not voted in favor of the adoption of this Agreement or consented thereto in writingwriting and who have properly exercised appraisal rights with respect thereto in accordance with, and who is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects have complied with, the provisions of Section 262 of the DGCL (the “Section 262Dissenting Shares”), shall ) will not be converted convertible into or be exchangeable for a the right to receive the Merger Consideration as specified in Section 2.01(a) (Consideration, and holders of such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall Shares will be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262262 unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such shares. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each any 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 rights provided 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 Dissenting Shares under Section 262 shall cease of DGCL and such Dissenting Shares shall be deemed to have been converted at as provided in the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) previous sentence. The Company shall will give Parent (i) prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock and any appraisals, withdrawals or attempted withdrawals of such demandsdemands and any other instruments served pursuant to Section 262 of DGCL and received by the Company in respect of Dissenting Shares, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such notices and demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, to any demands for appraisal or settle, compromise, offer to settle or offer compromise, or agree to settle, otherwise negotiate any such demand for paymentdemands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, including Section 2.01, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, writing and who is entitled to demand and properly demands has demanded appraisal of for such shares of Company Common Stock pursuant to, and who complies Shares in all respects with, the provisions of accordance with Section 262 of the DGCL Delaware Law (any such shares being referred to as “Dissenting Shares” until such time as such holder effectively withdraws or fails to perfect or otherwise loses such holder’s appraisal rights under Section 262”), 262 of Delaware Law with respect to such shares) shall not be converted into or be exchangeable for a represent the right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)Consideration, but instead such holder after the Effective Time shall only be entitled to payment such rights as are granted by Delaware Law to a holder of the fair value of such Dissenting Shares in accordance with Section 262Shares. At the Effective Time, all the Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired 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. Notwithstanding the foregoing, if 262 of Delaware Law. (b) If any Dissenting Shares shall lose their status as such holder shall fail (through failure to perfect or otherwise shall waiveotherwise), withdraw or lose then, as of the right to appraisal under Section 262, or a court later 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 been converted at the Effective Time intoor the date of loss of such status, such Shares shall automatically be converted into and shall have become, represent only the right to receive the Merger Consideration in accordance with Section 3.02, without interest thereon, upon compliance surrender of the Certificate representing such Share or transfer of Uncertificated Shares, as the case may be, in accordance with the procedure outlined in Section 2.02. (b) terms hereof. The Company shall give Parent prompt written notice to Parent of (i) any demands received by the Company for appraisal of Shares, (ii) any shares withdrawal or attempted withdrawal of any such demand and (iii) any other demand, notice or instrument delivered to the Company Common Stock and any withdrawals of such demandsprior to the Effective Time pursuant to Delaware Law. Parent, and Parent at its expense, shall have the right to participate in and direct all negotiations and proceedings with respect to such demands, so long as Parent does not create obligations for the Company prior to the Effective Time. The Company shall not, except Except with the prior written consent of Parent, voluntarily the Company shall not make any payment with respect to, or settle, offer to settle or offer or agree to settle, any such demand demands. Each holder of Dissenting Shares who becomes entitled under Section 262 of Delaware Law to receive payment of the “fair value” for paymentsuch holder’s shares shall receive such payment therefor from the Surviving Corporation after giving effect to any withholdings or deductions required by Applicable Law (but only after the amount thereof shall have been finally determined pursuant to Delaware Law).

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including except the last sentence of this Section 2.013.03, shares of Company Target Common Stock Shares that are issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and which are held by a holder shareholders who has shall not have voted such shares in favor of adoption of this Agreement or consented thereto in writing, the Merger and who is entitled shall have timely filed with Target a written objection to the Merger and timely delivered to Target a written demand and properly demands appraisal for the payment of the fair value of such shares of Company Target Common Stock pursuant to, and who complies Shares (“Dissenting Shares”) in all respects with, the provisions of Section 262 manner provided in Chapter 92A of the DGCL (“Section 262”), NRS shall not be converted into the right to receive, or be exchangeable for a right for, the applicable consideration to receive be paid to the Merger Consideration as specified in Section 2.01(a) (holders of such shares of Company Common Stock being referred pursuant to collectively as the “Dissenting Shares”)Section 3.01 above, but instead such holder after the Effective Time holders thereof shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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 shares as determined in accordance with the provisions of Section 262. Notwithstanding Chapter 92A of the foregoingNRS; provided, however, that if (i) any holder of Dissenting Shares shall subsequently deliver a written withdrawal of such holder demand with the written consent of Target, or (ii) the Merger shall be abandoned, terminated or rescinded, or (iii) the shareholders of Target or Parent shall fail to perfect or otherwise shall waive, withdraw or lose approve the right to appraisal under Section 262Merger, or (iv) no demand or petition for the determination of fair value by a court shall have 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 shareholder is not entitled to the relief provided by Section 262Chapter 92A of the NRS, then the right of such holder shareholder to be paid the fair value of such holder’s Dissenting Shares under Section 262 his shares shall cease and such Dissenting Shares his status as a shareholder shall be deemed restored retroactively without prejudice to any corporate proceeding which may have been taken by Target during the interim, and, in cases (i), (iv) or (v), such shares shall thereupon be converted at into the right to receive, and be exchangeable for, as of the Effective Time, the consideration to be paid to the holders of such shares pursuant to Section 3.01 above. Target agrees that, prior to the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any withdrawals of such demands, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with without the prior written consent of Parent, voluntarily it will not make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentobjection by a holder of Dissenting Shares.

Dissenting Shares. (a) Notwithstanding any provision of anything in this ------------------ Agreement to the contrary, including Section 2.01, shares of Company Common Stock, 5% Stock and Preference Stock issued and outstanding immediately prior to on the Effective Time (other than Date which are held of record by stockholders who shall not have voted such shares cancelled in favor of the Merger, if applicable, and retired who shall have properly exercised rights to demand payment of the fair value of such shares in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writingSections 86 through 98, and who is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant toinclusive, and who complies in all respects with, the provisions of Section 262 of the DGCL MBCL (“Section 262”), "Dissenting Shares") shall not be converted into or be exchangeable for a the right to receive the Merger Consideration as consideration specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”1.10(a), 1.10(b), or 1.10(c), respectively, but the holders thereof instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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 shares in accordance with the provisions of Sections 86 to 92, inclusive, of the MBCL (the "Dissenting Consideration"); provided, however, that (i) if such a holder fails to file a notice of election -------- ------- to dissent in accordance with Section 262. Notwithstanding 86 of the foregoingMBCL or, after filing such notice of election, subsequently delivers an effective written withdrawal of such notice or fails to establish his entitlement to appraisal rights as provided in Sections 87 through 98, inclusive, of the MBCL, if any such holder shall fail to perfect he or otherwise shall waive, withdraw or lose the right to appraisal under Section 262she be so required, or (ii) if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262receive payment for his shares or such holder shall otherwise lose his or her appraisal rights, then in either of such cases, each share of Company Common Stock, 5% Stock or Preference Stock, respectively, held of record by such holder or holders shall automatically be converted into and represent only the right to receive the Total Merger Consideration, the 5% Stock Consideration or the Preference Stock Consideration, respectively, upon the surrender of the certificate or certificates representing such holder to be paid Dissenting Shares. The Company shall give Parent prompt notice of any demands received by the Company for payment of the fair value of such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any withdrawals of such demandsshares, and Parent shall have the right to participate in and direct all the negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment (except to the extent that any such payment is made pursuant to a court order) with respect to, or settle, settle or offer or agree to settle, any such demand for paymentdemands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares of Company MSLO Common Stock issued and outstanding immediately prior to the MSLO Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a any holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, the MSLO Merger and 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, the provisions of to Section 262 of the DGCL (“Section 262Dissenting Shares”), ) shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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. Notwithstanding the foregoingMSLO Merger Consideration, if any unless and until such holder shall fail have failed to perfect perfect, or otherwise shall waivehave effectively withdrawn or lost, withdraw or lose the such holder’s right to appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262262 of the DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, or a court each such share of competent jurisdiction MSLO Common Stock of such holder shall determine thereupon be converted into and become exchangeable only for the right to receive, as of the later of the MSLO Effective Time and the time that such holder is not entitled 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 relief provided by contrary in this Section 2622.1(f), if this Agreement is terminated prior to the Effective Time, then the right of such holder any stockholder to be paid the fair value of such holderstockholder’s Dissenting Shares under pursuant to Section 262 of the DGCL will cease. MSLO shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) The Company shall give serve prompt written notice to Parent Sequential of any demands for appraisal of any shares of Company MSLO Common Stock and any Stock, attempted withdrawals of such demandsnotices or demands and any other instruments received by MSLO relating to rights to appraisal, and Parent Sequential shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company MSLO shall not, except with without the prior written consent of ParentSequential, voluntarily make any payment with respect to, or settle, settle or offer to settle any such demands, and prior to the Effective Time, Sequential shall not, without the prior written consent of MSLO (such consent not to be unreasonably withheld, conditioned or agree delayed), make any payment with respect to, settle or offer to settle, any such demand for paymentdemands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.012.01(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, writing and who is entitled to demand and has properly demands exercised appraisal rights of such shares of Company Common Stock pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (“Section 262”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive the Merger Consideration, but instead such holder after the Effective Time shall be entitled to payment only such rights as are granted by Section 262 of the fair value of such Dissenting Shares in accordance with Section 262. At DGCL; provided, however, that if, after the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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. Notwithstanding the foregoing, if any such holder shall fail fails to perfect perfect, waives, withdraws, or otherwise shall waive, withdraw or lose the loses such holder’s right to appraisal under pursuant to Section 262, 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right such shares of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares Company Common Stock shall be deemed to have treated as if they had been converted at as of the Effective Time into, and shall have become, into the right to receive the Merger Consideration in accordance with Section 2.01(b), without interest thereon, upon compliance with surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the procedure outlined in Section 2.02. (b) case may be. The Company shall give provide Parent prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock Stock, any waiver or withdrawal of any such demand, and any withdrawals of other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demandsdemand, and Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demands. The demands and any other Proceeding brought against the Company shall notby a current or former equityholder related to the transactions contemplated hereby, including those that take place prior to the Effective Time, except for any claims for breach of duty, any commercial claims or any claims which are not brought primarily by a stockholder of the Company to enforce its rights under Section 262 of the DGCL. Except with the prior written consent of Parent, voluntarily the Company shall not make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.any

Dissenting Shares. (a) Notwithstanding any provision other provisions of this Agreement to the contrary, including Section 2.01, any shares of Company Common Capital Stock that are issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired with respect to which the Company Stockholder thereof has properly demanded appraisal rights in accordance with Section 2.01) 262 of the DGCL, and held by a holder who has not voted in favor of adoption of this Agreement effectively withdrawn or consented thereto in writing, and who is entitled to demand and properly demands lost such holder’s appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, the provisions of Section 262 of rights under the DGCL (collectively, the “Section 262Dissenting Shares”), shall not be converted into or be exchangeable for a represent the right to receive the Merger Consideration as specified payments set forth in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)2.1, but instead such holder after the Effective Time Company Stockholder shall only be entitled to payment such rights as are provided by the DGCL. Notwithstanding the provisions of the fair value of such Dissenting Shares in accordance with this Section 262. At the Effective Time2.5, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each if any holder of Dissenting Shares shall cease effectively withdraw or lose (through failure to have any perfect or otherwise) such holder’s appraisal rights with respect theretounder the DGCL, except then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the fair value of such Dissenting Shares consideration for Company Capital Stock, as applicable, set forth in accordance with the provisions of Section 262. Notwithstanding the foregoing2.1, if any such holder shall fail to perfect or otherwise shall waivewithout interest thereon, withdraw or lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled and subject 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 been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined escrow provisions set forth in Section 2.022.1 and Article VIII and expense provisions in Section 8.6, upon the due surrender of duly executed Exchange Documents in the manner set forth in Section 2.3. (b) The Company shall give Parent (i) prompt written notice to Parent of any demands written demand for appraisal received by the Company pursuant to the applicable provisions of any shares of Company Common Stock the DGCL and any withdrawals of such demands, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle, to any such demands or offer to settle or agree to settle, settle any such demand for paymentdemands. Any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, any shares of Company Common Stock issued and 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 (other than "DISSENTING SHAREHOLDERS"), who shall give notice of their intent to demand payment for their shares cancelled and retired in accordance with Section 2.01) and held by a holder who has not voted in favor Article 13 of adoption of this Agreement or consented thereto in writingthe North Carolina Corporation Law if the Share Exchange is effectuated, and who is entitled shall have preserved such shareholder's right to demand and properly demands appraisal of receive payment for such shares of Company Common Stock pursuant to, and who complies in all respects withby taking those actions required by such Article 13 within the time periods stipulated therein (collectively, the provisions of Section 262 of the DGCL (“Section 262”"DISSENTING SHARES"), shall not be converted into exchanged for or be exchangeable for a represent the right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)Share Exchange Consideration, but instead such holder after shall be cancelled as of the Effective Time and the Dissenting Shareholders shall be entitled to payment receive the amounts determined in accordance with the provisions of such Article 13. The Company shall pay any cash amounts required to be paid under Article 13 with respect to Dissenting Shares solely with cash out of funds of the fair value Company. No funds shall be supplied for that purpose, directly or indirectly, by Parent, and Parent shall not directly or indirectly reimburse the Company for any payments to dissenters. In the event that at the Effective Time Dissenting Shareholders shall have complied with the provisions of such Section 55-13-21 of the North Carolina Corporation Law but shall not have demanded payment for and deposited their Dissenting Shares in accordance with Section 26255-13-23 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. At In the event that a Dissenting Shareholder complies with all applicable provisions of Article 13 after the Effective Time, all the Dissenting Shares shall no longer be outstanding, formerly held by such shareholder shall automatically be canceled cancelled and retired 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 shall cease thereupon transferred to existParent in accordance with Section 2.1(e) above, and each the former holder of Dissenting Shares thereof shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares Share Exchange Consideration in accordance with the provisions of Section 262terms hereof. 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 Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) The Company shall give Parent prompt written notice to Parent of any demands notice, demand for appraisal payment or other document or instrument received by the Company relating to the exercise of any shares of Company Common Stock and any withdrawals of such demandsdissenters' rights under the North Carolina Corporation Law with respect to the Share Exchange, and the Parent shall have the right right, for itself and the Company, to participate in and direct all negotiations negotiations, actions and proceedings with respect to the exercise of such demandsdissenters' rights. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with in respect to, of any demand for payment for Dissenting Shares or settle, settle or offer or agree to settle, settle any such demand for payment.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and if and to the extent available under the Companies Act, including Section 2.01, shares of Company Common Stock all Shares that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders of the Company who have validly delivered and not effectively withdrawn a Dissent Notice (other than shares cancelled and retired as defined below), or have not otherwise lost their rights to dissent from the Merger, or dissenter's rights, in accordance with Section 2.01238 of the Companies Act (whether due to failure to comply with any procedural requirements of Section 238 of the Companies Act or otherwise) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and 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(collectively, the provisions of Section 262 “Dissenting Shares,” and holders of the DGCL (Dissenting Shares collectively, the “Section 262Dissenting Shareholders”), ) shall not be converted into or be exchangeable for a cancelled at the Effective Time and the Dissenting Shareholders shall have no right to receive the Per Share Merger Consideration as specified in and shall instead upon serving a valid notice of dissent under Section 2.01(a238(5) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall Companies Act be entitled to receive only the payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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 held by them determined in accordance with the provisions of Section 262. Notwithstanding 238 of the foregoing, if any such holder shall fail Companies Act. (b) In order to perfect or otherwise shall waive, withdraw or lose give effect to the right for any Dissenting Shareholder to appraisal under exercise its entitlement to dissent from the Merger as set out in this Section 262, or 3.4 and to seek 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 appraisal for its Dissenting Shares under Section 262 238(1) of the Companies Act (the “Dissent Right”): (i) the Company shall cease cause a form of final version of the Plan of Merger to be delivered to each registered shareholder of the Company in accordance with Section 233(7) of the Companies Act and pursuant to Section 2.1, not later than twenty (20) days prior to the Closing Date; (ii) together with delivery of the Plan of Merger, the Company shall inform each shareholder that if it wishes to exercise its Dissent Right, it must, within seven (7) days of the date on which the Plan of Merger is given to the shareholder, give to the Company its written objection to the Merger (each a “Written Objection”), in accordance with Sections 238(2) and (3) of the Companies Act; (iii) within twenty (20) days immediately following the date on which the Plan of Merger is filed with the Registrar of Companies of the Cayman Islands, the Company shall give written notice of such filing (each a “Notification of Filing”) to each shareholder who has made a Written Objection pursuant to Section 3.4(b)(ii) above; (iv) each such shareholder who elects to dissent may do so by delivering written notice (each a “Dissent Notice”) to the Company in accordance with Section 238(5) of the Companies Act, within twenty (20) days immediately following the date on which the Notification of Filing is given; and (v) the provisions of Sections 238(6) to 238(16) of the Companies Act shall apply to the treatment of each Dissenting Share in relation to which a valid Dissent Notice has been served. (c) For the avoidance of doubt, if any shareholder has failed to exercise or perfect its dissenter's rights pursuant to Section 238 of the Companies Act, or if any shareholder who has taken any step to exercise its dissenter's rights pursuant to Section 238 of the Companies Act (e.g., the giving of a written objection pursuant to Section 238(2) of the Companies Act) subsequently withdraws or loses its dissenter's rights pursuant to the Companies Act (whether due to its failure to comply with any procedural requirements of Section 238 of the Companies Act or otherwise) with respect to any Dissenting Shares, such Shares shall thereupon not be Dissenting Shares and shall be deemed cancelled and cease to have been exist as of the Effective Time, and shall be converted at the later of (i) the Effective Time intoTime, and shall have become(ii) the occurrence of such event, into the right to receive the Per Share Merger Consideration upon compliance with Consideration, without any interest thereon, in the procedure outlined manner provided in Section 2.023.2. Parent or the Surviving Company shall promptly deposit or cause to be deposited cash in immediately available funds into the Exchange Fund in an amount equal to the product of (x) the number of Shares for which such shareholder has lost its dissenter's rights pursuant to the Companies Act and (y) the Per Share Merger Consideration. (bd) The Company shall give Parent (i) prompt written notice to Parent of any Written Objection or Dissent Notice or any other written notices of objection, notices of dissent or demands for appraisal of any shares of Company Common Stock and any received by the Company, written withdrawals of Written Objections or Dissent Notices, any other such notices or demands, and Parent shall have any other instruments served pursuant to applicable Law of the right Cayman Islands and received by the Company relating to its shareholders' rights to dissent from the Merger and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the Companies Act. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any offer or payment with respect to, to any exercise by a shareholder of its rights to dissent from the Merger or settle, any demands for appraisal or offer to settle or agree to settle, settle any such demand for paymentdemands or approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarySection 2.1, including Section 2.01, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, and writing who is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies has demanded, payment for fair value of such Company Shares (“Dissenting Shares”) in all respects with, the provisions of accordance with Section 262 53-15-4 of the DGCL NMBCA (“Section 26253-15-4”), ) shall not be converted into or be exchangeable for a the right to receive the Per Share Merger Consideration as specified in Section 2.01(a) (for each such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)Share, but instead unless and until such holder after fails to perfect or effectively withdraws or otherwise loses the Effective Time 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 Section 26253-15-4 less any applicable Taxes required to be withheld in accordance with Section 2.4(e) with respect to such payment. At the Effective Time, all the Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, 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 the fair value of such Dissenting Shares in accordance with the provisions of Section 26253-15-4. Notwithstanding If, after the foregoingEffective Time, if any such holder shall fail fails to perfect or effectively withdraws or otherwise shall waive, withdraw or lose loses the right to appraisal under Section 262, or a court receive payment 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 in accordance with the provisions of Section 53-15-4 (or had not properly demanded payment under Section 262 shall cease and 53-15-4), then each such Dissenting Shares Share shall be deemed to have treated as if such Dissenting Share had been converted at as of the Effective Time into, and shall have become, into the right to receive the Per Share Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) Consideration, without interest thereon. The Company shall will give Parent (a) prompt written notice to Parent of any demands demand for appraisal payment of fair value of any shares of Company Common Stock and Shares in accordance with Section 53-15-4, any withdrawals of such demands, and Parent shall have any other communications received by the right Company or its Representatives in respect of the demand, withdrawal, or perfection of any rights under Section 53-15-4 and (b) the opportunity to participate in and direct conduct jointly with the Company all negotiations and proceedings with respect to such demandsdemands related to any Company Shares under Section 53-15-4. The Company shall will not, except with the prior written consent of Parent, voluntarily make any payment with respect to, to any Dissenting Shares or settle, settle or offer or agree to settle, settle any such demand for paymentdemands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a any holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to demand exercise and has properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies validly exercised dissenters’ rights in all respects with, the provisions of Section 262 accordance with Chapter 13 of the DGCL CGCL (“Section 262Dissenting Shares”), ) shall not be converted into or be exchangeable for a the right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)Merger Consideration, but instead such holder after the Effective Time shall be entitled converted into the right to receive payment of from the fair value of Surviving Corporation with respect to such Dissenting Shares in accordance with Section 262the CGCL unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right under the CGCL. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder holders of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive payment of the “fair value market value” of such Dissenting Shares held by them in accordance with the provisions of Section 262such Chapter 13. Notwithstanding the foregoing, if any such holder All Dissenting Shares held by holders who shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right to appraisal lost their rights under Section 262, or a court of competent jurisdiction such Chapter 13 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 thereupon be deemed to have been converted at the Effective Time into, into and shall to have become, become exchangeable for the right to receive the Common Stock Merger Consideration Consideration, as of the Effective Time, upon compliance with surrender, in the procedure outlined manner provided in Section 2.02. (b) The 3.4(b), of the Certificate or Certificates that formerly evidenced such Dissenting Shares. Prior to the Closing Date, the Company shall give prompt written notice to keep Parent reasonably notified of any demands for appraisal of any shares of Company Common Stock under such Chapter 13 and any attempted withdrawals of such notices or demands, and Parent shall have the right opportunity to reasonably participate in and reasonably direct all negotiations material negotiations, petitions and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentParent (which may be given or withheld in its sole discretion), voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentdemands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and that are outstanding immediately prior to the Effective Time (other than shares cancelled and retired that are held by any shareholder to whom the Company has delivered a written dissenters' notice in accordance with Section 2.01) 23B.13.200 of the Washington Act and held by who, in response to such notice, has delivered to the Company a holder who has not voted in favor notice of adoption of this Agreement or consented thereto in writing, and who is entitled such shareholder's intent to demand payment and properly demands appraisal has complied with the other requirements of Section 23B.13.210 and who, after furnishing the Company with such shares of notice, provides the Company Common Stock pursuant to, and who complies with a demand for payment in all respects withaccordance with Section 23B.13.230 (collectively, the provisions of Section 262 of the DGCL (“Section 262”), "Dissenting Shares") shall not be converted into or be exchangeable for a the right to receive the Merger Consideration as specified in cash pursuant to Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”1.6(a), but instead the holders of such holder after the Effective Time Dissenting Shares shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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. Notwithstanding Chapter 23B.13 of the foregoingWashington Act; provided, however, that if any such holder shareholder shall fail to perfect or otherwise shall waive, withdraw or lose the waive such shareholder's right to appraisal demand and obtain payment and receives written consent from the Company allowing such waiver under Section 262, 23B.13.020 of the Washington Act or a court of competent jurisdiction shall determine determine, pursuant to Section 23B.13.300, that such holder shareholder is not entitled to the relief provided by said Section 26223B.13.020, then the right of such holder of Dissenting Shares to be paid the fair value of such holder’s shareholders Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall thereupon be deemed to have been converted at into, as of the Effective Time into, and shall have becomeTime, the right to receive the Merger Consideration Per Share Amount pursuant to Section 1.6(a), without any interest thereon, upon compliance with surrender of the procedure outlined in Section 2.02certificate or certificates representing such shares. (b) The Company shall give Merger Sub (i) prompt written notice to Parent of any demands for appraisal demand or other instruments received by the Company pursuant to Sections 23B.13.210 and 23B.13.230 of any shares of Company Common Stock the Washington Act and any withdrawals of such demands, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for payment for Dissenting Shares. The Company shall not voluntarily offer to make or make any payment with respect to any demands for payment for Dissenting Shares and shall not, except with the prior written consent of ParentMerger Sub, voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, settle any such demand for paymentdemands. (c) Dissenting Shares, if any, shall be cancelled in accordance with the provisions of the Washington Act.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary (but subject to the other provisions of this Section 3.4), including Section 2.01, any shares of Company Common Stock issued and outstanding immediately prior to for which the Effective Time holder thereof (other than shares cancelled and retired in accordance with Section 2.01i) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to demand dissenter and properly demands appraisal rights under the Texas Act and (ii) has demanded payment of the fair value of such shares of Company Common Stock pursuant toin accordance with, and who complies has complied in all respects with, the applicable provisions of Section 262 Subchapter H of Chapter 10 of the DGCL Texas Act (collectively, the “Section 262Dissenting Shares”), shall not be converted into or be exchangeable for a the right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 2623.1(c). At the Effective Time, (A) all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to existexist and (B) the holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under the Texas Act. (b) Notwithstanding the provisions of Section 3.4(a), and each if any holder of Dissenting Shares shall cease to have any effectively withdraws or loses the rights with respect thereto, except of a “dissenting owner” (as such term is used in Subchapter H of Chapter 10 of the right to 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 Texas Act) (through failure to perfect such rights 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 262otherwise), then the right of such holder to be paid the fair value of such that holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares shares (i) shall be deemed no longer to have be Dissenting Shares and (ii) shall be treated as if they had been converted automatically at the Effective Time into, and shall have become, into the right to receive the Merger Consideration upon compliance surrender of the Certificate formerly representing such shares or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, in each case in accordance with the procedure outlined in Section 2.023.2. (bc) The Company shall give prompt written Parent (i) notice to Parent of any written demands for appraisal payment of the fair value of any shares of Company Common Stock and any Stock, the withdrawals of such demandsdemands and any other instrument served on the Company under Subchapter H of Chapter 10 of the Texas Act, and Parent shall have (ii) the right to participate in and direct all negotiations and proceedings with respect to such demandsdemands for payment of the fair value of any such shares of Common Stock, and (iii) after the Effective Time, the right to direct all negotiations and proceedings with respect thereto. The Except to the extent required by applicable Law, the Company shall not, except with the prior written consent of Parent, voluntarily not offer to make or make any payment with respect to, or settle, settle or offer or agree to settle, any such demand demands for paymentpayment of the fair value of any such shares of Common Stock without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned. If any appraisal is made of Dissenting Shares and the Top-Up Option was exercised prior to the Effective Time, then the cash received and/or value of the promissory note received by the Company in payment of the exercise price of the Top-Up Option shall be treated as if it were not paid to or received by the Company and the Top-Up Shares issued upon the exercise of the Top-Up Option shall be treated as if they were not issued or outstanding in connection with the determination of the fair value of the Dissenting Shares in accordance with the applicable provisions of Subchapter H of the Texas Act.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01to the extent required by the OGCL, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by any shareholder who was a record holder of the Common Shares as to which such shareholder seeks relief as of the date fixed for determination of shareholders entitled to notice of the Wendy’s Meeting and who has shall not have voted in favor of adoption of this Agreement or consented thereto in writing, at the Wendy’s Meeting and who is entitled to demand and properly demands appraisal of files with Wendy’s within 10 days after such shares of Company Common Stock pursuant to, and who complies in all respects with, vote at the provisions of Section 262 of Wendy’s Meeting (the DGCL (“Section 262Dissenters Determination Date”), shall a written demand to be paid the fair cash value for such Common Shares in accordance with Sections 1701.84 and 1701.85 of the OGCL (“Dissenting Shares”) will not be converted into or be exchangeable for a the right to receive the Merger Consideration as specified provided in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”2.1(a), but instead unless and until such holder after the Effective Time shall be entitled shareholder fails to demand payment of the fair value of properly or otherwise loses such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder of Dissenting Shares shall cease to have any shareholder’s rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding the foregoingas a dissenting shareholder, if any, under the OGCL. If any such holder shall fail shareholder fails to perfect or otherwise shall waiveloses any such rights as a dissenting shareholder, 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 holdershareholder’s Dissenting Shares under Section 262 shall cease and such Dissenting Common Shares shall thereupon be deemed to have been converted as of the Effective Time into only the right to receive at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with Consideration, without interest. From and after the procedure outlined Effective Time, each shareholder who has asserted rights as a dissenting shareholder as provided in Section 2.02. (b) The Company Sections 1701.84 and 1701.85 of the OGCL shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any withdrawals of such demands, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect be entitled only to such demandsrights as are granted under those sections of the OGCL. The Company Wendy’s shall promptly notify Triarc of each shareholder who asserts rights as a dissenting shareholder within three Business Days thereof. Prior to the Effective Time Wendy’s shall not, except with the prior written consent of ParentTriarc, voluntarily which shall not be unreasonably withheld, conditioned or delayed, make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentrights of a dissenting shareholder asserted under Section 1701.85 of the OGCL.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and Shares which are outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and which are held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, writing and who is entitled to demand and properly demands has demanded appraisal of for such shares of Company Common Stock pursuant to, and who complies Shares in all respects with, the provisions of accordance with Section 262 of the DGCL (“Section 262”), "DISSENTING SHARES") shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in pursuant to Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)2.8, but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder holders of Dissenting Shares shall cease to have any rights with respect thereto, except the right instead be entitled to receive such consideration as shall be determined pursuant to Section 262 of the fair value of such Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding the foregoingDGCL; provided, however, that if any such holder shall fail have failed 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 holder's right of such holder to be paid appraisal and payment under the fair value of DGCL, such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting 's Shares shall be deemed to have treated as if they had been converted at as of the Effective Time into, and shall have become, into the right to receive the Merger Consideration upon compliance with the procedure outlined Consideration, without interest thereon, as provided in Section 2.02. (b) 2.8, and such Shares shall no longer be Dissenting Shares. The Company shall give Parent and Purchaser prompt written notice to Parent of any demands received by the Company for appraisal of any shares Shares, and of Company Common Stock and any withdrawals of such demandsdemands for appraisal, or of any other instruments served pursuant to Section 262 of the DGCL and received by the Company. Prior to the Effective Time, Parent and Purchaser shall have the right to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal. The Prior to the Effective Time, the Company shall not, except with the prior written consent of ParentParent and Purchaser, voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentdemands. Each holder of Dissenting Shares shall have only such rights and remedies as are granted to such holder under Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrary, including Section 2.01contrary contained in this Agreement, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and Securities held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to demand and properly demands appraisal of asserts dissenters’ rights regarding such shares of Company Common Stock Securities pursuant to, and who complies in compliance in all respects with, the provisions of Section 262 Sections 302A.471 and 302A.473 of the DGCL MBCA (any such shares being referred to as “Dissenting Shares” until such time as such holder effectively withdraws or fails to perfect or otherwise loses such holder’s dissenters’ rights under Sections 302A.471 and 302A.473 of the MBCA with respect to such shares as contemplated by Section 262”3.8(b), ) shall not be converted into or be exchangeable for a represent the right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 2622.1(a)(i), but instead, at the Effective Time, shall be converted into the right to receive payment of such amounts as are payable in accordance with Sections 302A.471 and 302A.473 of the MBCA. At the Effective Time, all the Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired 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. Notwithstanding Sections 302A.471 and 302A.473 of the foregoing, if MBCA. (b) If any Dissenting Shares shall lose their status as such holder shall fail (through failure to perfect or otherwise shall waiveotherwise), withdraw or lose then, as of the right to appraisal under Section 262, or a court later 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 been converted at the Effective Time intoor the date of loss of such status, such shares shall automatically be converted into and shall have become, represent only the right to receive the Merger Consideration upon compliance in accordance with the procedure outlined in Section 2.022.1(a)(i), without duplication or any interest thereon, and shall not thereafter be deemed to be Dissenting Shares. (bc) The Company shall give Parent: (i) prompt written notice of (A) any intent to Parent demand the fair value of any demands for appraisal of any the shares of Company Common Stock Securities from any holder received by the Company prior to the Effective Time pursuant to the MBCA; (B) any withdrawal or attempted withdrawal of any such demand; and (C) any withdrawals of such demandsother demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the MBCA; and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or compromise or offer to settle or compromise, any such demand, notice or instrument, or agree to settle, do any such demand for paymentof the foregoing.

Dissenting Shares. (a) Notwithstanding Section 2.04 or any other provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time (other than shares cancelled and retired Shares canceled in accordance with Section 2.012.04(b)) and held by a holder (or “beneficial owner” (as defined, for purposes of this Section 2.06, in Section 262(a) of the DGCL)) who has did not voted vote in favor of the adoption of this Agreement or consented the Merger (or consent thereto in writing, ) and who is entitled to demand and properly demands appraisal for such Shares in accordance with Section 262 of such shares of Company Common Stock pursuant to, the DGCL and who complies in has otherwise complied with all respects with, the applicable provisions of Section 262 of the DGCL (“Section 262Dissenting Shares”), ) shall not be converted into or be exchangeable for a the right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)Consideration, but instead such holder after the Effective Time shall be entitled only to payment such rights as are granted by Section 262 of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective TimeDGCL, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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. Notwithstanding the foregoing, if any unless such holder shall fail (or beneficial owner) fails to perfect perfect, waives, withdraws or otherwise shall waive, withdraw or lose loses the right to appraisal under Section 262262 of the DGCL. If, either before or after the Effective Time, such holder (or beneficial owner) fails to perfect, waives, withdraws or loses the right to appraisal under Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder (or beneficial owner) is not entitled to the relief provided by Section 262262 of the DGCL, then the right of such holder Shares shall cease to be paid the fair value of such holder’s Dissenting Shares under Section 262 and shall cease and such Dissenting Shares shall instead be deemed to have treated as if they had been converted at pursuant to ‎Section 2.04(a) as of the Effective Time into, and shall have becomerepresent only, the right to receive the Merger Consideration in accordance with Section ‎2.05 without interest upon compliance with surrender of such Certificate formerly representing such Share or transfer of such Book-Entry Share, as the procedure outlined in Section 2.02. (b) case may be. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for appraisal of Shares, any shares waiver or withdrawal of Company Common Stock any such demand, and any withdrawals of other demand, notice or instrument delivered to the Company prior to the Effective Time that relates to such demandsdemand, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with without the prior written consent of ParentParent (such consent not to be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, offer to settle or settle, or offer or agree to settle, any such demand for paymentdemands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and Shares that are outstanding immediately prior to the First Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and any Person who is entitled to demand and properly demands appraisal of dissenters’ rights with respect to such shares of Company Common Stock (“Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 Sections 471 and 473 of the DGCL MBCA (“Section 262Sections 471 and 473”), ) shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified provided in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)2.05, but instead such holder after rather the Effective Time holders of Dissenting Shares shall be entitled to payment by the Surviving Company of the “fair value value” of such Dissenting Shares in accordance with Section 262. At the Effective TimeSections 471 and 473; provided, all Dissenting Shares shall no longer be outstandinghowever, shall automatically be canceled and retired 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. Notwithstanding the foregoing, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right dissenters’ rights pursuant 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 262receive 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 under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted at as of the First Effective Time into, and shall to have becomebecome exchangeable solely for, the right to receive the Merger Consideration upon compliance with the procedure outlined as provided in Section 2.02. (b) 2.05. The Company shall give provide prompt written notice to Parent of any demands received by the Company for appraisal dissenters’ rights with respect to any Company Shares, written notices of any shares of Company Common Stock and any intent to demand, written withdrawals of such demands, demands and any other instruments served pursuant to Sections 471 and 473 received by the Company and any other documents related thereto received from any Person purporting to seek to exercise dissenters’ rights. Parent shall have the right to participate in and direct all negotiations and proceedings Proceedings with respect to such demands. The Prior to the First Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the First Effective Time, Parent shall not, except with the prior written consent of Parentthe Company, voluntarily require the Company to make any payment with respect to, or settleto any demands for appraisal, or offer to settle or agree to settle, settle any such demand for paymentdemands if such settlement would involve payment prior to the Closing or would otherwise not be contingent upon the Closing.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, if required by the DGCL (but only to the extent required thereby) any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a holder holders who has have not voted such shares of Common Stock in favor of the adoption of this Agreement or consented and who are entitled to and have properly demanded dissenters rights with respect thereto in writingaccordance with, and who is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies otherwise have complied in all respects with, the provisions of Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Section 262Dissenting Shares”), ) shall not be converted into or be exchangeable for a the right to receive the Per Share Merger Consideration as specified provided in Section 2.01(a) (2.6.3, unless and until such shares of Company Common Stock being referred Person shall have effectively withdrawn or otherwise lost or failed to collectively as perfect such Person’s right to appraisal or payment under the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled DGCL prior to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all 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 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 canceled cancelled and retired extinguished and shall cease to existexist at the Effective Time, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right be entitled to receive only the payment of the fair cash value of such Dissenting Shares in accordance with the provisions of, and as provided by, Section 262 of Section 262. Notwithstanding the foregoing, if any DGCL with respect to such holder Dissenting Shares unless and until such Person shall fail have effectively withdrawn or otherwise lost or failed to perfect or otherwise shall waive, withdraw or lose the such Person’s right to appraisal or payment under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled the DGCL prior 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 been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) Time. The Company shall give Parent (a) prompt (and, in any event, within twenty-four (24) hours) written notice to Parent of any written demands for appraisal of any shares of Company Common Stock and appraisal, any withdrawals of such demands, and Parent shall have any other written demand, notice, withdrawal or instrument pursuant to applicable Law that is received by or delivered to the right 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 and direct all negotiations and proceedings with respect to such demandsthereto. The Neither Parent nor the Company shall notshall, except with the prior written consent of Parentthe other (such consent not to be unreasonably withheld, voluntarily delayed or conditioned), make any payment payments with respect toto demands for appraisal or offer to settle or compromise, or settlesettle or compromise or otherwise negotiate, any such demands, or offer approve any withdrawal of any such demands, or waive any failure to timely deliver a written demand for appraisal or otherwise to comply with the provisions under Section 262 of the DGCL, or propose or agree to settle, do any such demand for paymentof the foregoing.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrary, including Section 2.01contrary contained in this Agreement, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to demand and properly demands appraisal of payment for such shares of Company Common Stock pursuant toin accordance with, and who complies in all respects with, the provisions of Section 262 Chapter 13 of the DGCL VBCA and has not voted in favor of the adoption of the Merger Agreement (any such shares being referred to as “Section 262”), Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s dissenters’ rights under the VBCA with respect to such shares) shall not be converted into or be exchangeable for a represent the right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. 2.1, but shall be entitled only to such rights as are granted by the VBCA to a holder of Dissenting Shares. (b) At the Effective Time, all Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares shares in accordance with the provisions of Section 262Chapter 13 of the VBCA. Notwithstanding the foregoing, if any Dissenting Shares shall lose their status as such holder shall fail (through failure to perfect or otherwise shall waiveotherwise), withdraw or lose then, as of the right to appraisal under Section 262, or a court later 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 been converted at the Effective Time intoor the date of loss of such status, such shares shall automatically be converted into and shall have become, represent only the right to receive the Merger Consideration in accordance with Section 2.1, without interest thereon, upon compliance with surrender of the procedure outlined in Section 2.02Certificates representing such shares. (bc) The Company shall give the Buyer: (i) prompt written notice to Parent of any demands written demand for appraisal payment received by the Company prior to the Effective Time pursuant to the VBCA, any withdrawal of any shares of Company Common Stock such demand and any withdrawals of other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the VBCA that relates to such demands, demand; and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Prior to the Effective Time the Company shall not, except with the prior written consent of Parent, voluntarily not make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentdemands unless the Buyer shall have given its written consent to such payment or settlement offer.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01Cancelled Shares) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, writing and who is entitled to demand and has properly demands exercised appraisal rights of such shares of Company Common Stock pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (“Section 262”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive the Merger Consideration, but instead such holder after the Effective Time shall be entitled to payment only such rights as are granted by Section 262 of the fair value of such Dissenting Shares in accordance with Section 262. At DGCL; provided, however, that if, after the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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. Notwithstanding the foregoing, if any such holder shall fail fails to perfect perfect, waives, withdraws, or otherwise shall waive, withdraw or lose the loses such holder’s right to appraisal under pursuant to Section 262, 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right such shares of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares Company Common Stock shall be deemed to have treated as if they had been converted at as of the Effective Time into, and shall have become, into the right to receive the Merger Consideration in accordance with Section 2.01(b), without interest thereon, upon compliance surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the case may be. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto other than such rights as are provided to holders of Dissenting Shares pursuant to Section 262 of the procedure outlined in Section 2.02. (b) DGCL. The Company shall give provide Parent prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock Stock, any waiver or withdrawal of any such demand, and any withdrawals of other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demandsdemand, and Parent shall have the right opportunity and right, at Parent’s sole cost and expense, to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except Except with the prior written consent of Parent, voluntarily the Company shall not make any payment with respect to, or settle, or offer or agree to settle, any such demand for paymentdemands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to If, in connection with the contraryFirst Merger, including Section 2.01, shares holders of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is are entitled to demand and properly demands appraisal of such shares of Company Common Stock rights pursuant toto Delaware Law, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”), any Dissenting Shares shall not be converted into or be exchangeable for a right to receive the Merger Consideration shares of Acquiror Common Stock and cash as specified provided in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”2.4(b), but instead such holder after the Effective Time shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law, becomes entitled to payment of the fair value of such Dissenting Shares shares shall receive payment therefor in accordance with Section 262Delaware Law (but only after the value therefor shall have been agreed upon or finally determined pursuant to Delaware Law). At In the Effective Time, all event that any Company Stockholder fails to make an effective demand for payment or fails to perfect its appraisal rights as to its shares of Company Capital Stock or any Dissenting Shares shall no longer otherwise lose their status as Dissenting Shares, then any such shares shall immediately be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except converted into the right to receive the fair value consideration issuable pursuant to Article 2 in respect of such shares as if such shares had never been Dissenting Shares Shares, and Acquiror shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in accordance Section 2.9, following the satisfaction of the applicable conditions set forth in Section 2.9, the shares of Acquiror Common Stock and cash, without interest thereon, to which such Company Stockholder would have been entitled under Section 2.4(b) with respect to such shares, subject to the provisions of Section 2622.4(b)(vii) (regarding the delivery of cash in lieu of any fractional shares), Section 2.4(e) (regarding the continuation of vesting and repurchase rights) and Section 2.7 (regarding the withholding of Escrow Cash). 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 Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) The Company shall give Acquiror prompt written notice to Parent (and in no event more than two business days) of any demands demand received by the Company for appraisal of any shares Company Capital Stock or notice of exercise of a Company Common Stock and any withdrawals of such demandsStockholder’s appraisal rights, and Parent Acquiror shall have the right to participate in and direct control all negotiations and proceedings with respect to any such demandsdemand. The Company shall notAcquiror agrees that, except with the Representative’s prior written consent of Parent(which shall not be unreasonably withheld), Acquiror shall not voluntarily make any payment or offer to make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentappraisal.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01with respect to each Dissenting Share, shares such Dissenting Share shall not be converted into the right to receive the Xxxxxx Merger Consideration but instead shall be cancelled and shall represent the right to receive only the payment, solely from Holdco, of Company Common Stock issued and outstanding immediately prior the appraisal value of the Dissenting Shares to the Effective Time (other than shares cancelled extent permitted by and retired in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and 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, the provisions of Section 262 of the DGCL (“Section 262”)DGCL; provided, shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)however, but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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. Notwithstanding the foregoing, that if any such holder Person shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, or a court 262 of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262DGCL, then the right of such holder Person to be paid the fair value of such holder’s Dissenting Shares receive those rights under Section 262 of the DGCL shall cease and such Dissenting Shares shares of Xxxxxx Common Stock shall be deemed to have been converted at as of the Effective Time into, and shall have become, represent only the right to receive the Xxxxxx Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) The Company Consideration, without interest thereon. Xxxxxx shall give Xxxxxx prompt written notice to Parent of any demands received by Xxxxxx for appraisal of any shares of Company Xxxxxx Common Stock Stock, any written withdrawal or purported withdrawal of any such demand and any withdrawals of other demand, notice or instrument delivered to Xxxxxx prior to the Effective Time that relates to such demandsdemand, and Parent Xxxxxx shall have the right to participate in and direct control all negotiations and proceedings with respect to such demands. The Company Xxxxxx shall notnot settle, except with the prior written consent of Parent, voluntarily make any payment payments with respect to, or settle, to or offer or agree to settle, any such demand claim with respect to Dissenting Shares without the written consent of Xxxxxx, in Xxxxxx’x sole discretion. Any portion of the Xxxxxx Merger Consideration made available to the Exchange Agent pursuant to Section 4.02(a) to pay for paymentXxxxxx Common Stock for which appraisal rights have been perfected as described in this Section 4.05 shall be returned to Holdco, upon demand.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrary, including Section 2.01contrary contained in this Agreement, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to made a demand and properly demands for appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (any such shares being referred to as “Dissenting Shares” until such time as such holder effectively withdraws or fails to perfect or otherwise loses such holder’s appraisal rights under Section 262”), 262 of the DGCL with respect to such shares) shall not be converted into or be exchangeable for a represent the right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 2622.5, but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares. At the Effective Time, all the Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired 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. Notwithstanding 262 of the foregoing, if DGCL. (b) If any Dissenting Shares shall lose their status as such holder shall fail (through failure to perfect or otherwise shall waiveotherwise), withdraw or lose then, as of the right to appraisal under Section 262, or a court later 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 been converted at the Effective Time intoor the date of loss of such status, such shares shall automatically be converted into and shall have become, represent only the right to receive the Merger Consideration in accordance with Section 2.5, without interest thereon, upon compliance surrender of the Company Stock Certificate representing such shares or transfer of such book-entry share, as the case may be, in accordance with the procedure outlined in Section 2.02terms hereof. (bc) The Company shall give Parent: (i) prompt written notice of (A) any demand for appraisal received by the Company prior to Parent the Effective Time pursuant to the DGCL; (B) any withdrawal or attempted withdrawal of any demands for appraisal of such demand; and (C) any shares of other demand, notice or instrument delivered to the Company Common Stock prior to the Effective Time pursuant to the DGCL; and any withdrawals of such demands, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or settlement offer or settle any such demands prior to the Effective Time with respect to, or settle, or offer or agree to settle, any such demand demand, notice or instrument. Each holder of Dissenting Shares who becomes entitled under Section 262 of the DGCL to receive payment of the “fair value” for paymentsuch holder’s shares shall receive such payment therefor from the Surviving Corporation after giving effect to any withholdings received by applicable Law (but only after the amount thereof shall have been finally determined pursuant to the DGCL), and such shares shall be retired and cancelled.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, including Section 2.01but only to the extent required by the DGCL, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder who has did not voted vote in favor of adoption of this Agreement the Merger or consented consent thereto in writing, writing or execute an enforceable waiver of appraisal rights to the extent permitted by applicable Legal Requirement and who is entitled to demand and properly demands has made a proper demand for appraisal of such shares of Company Common Capital Stock pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (“Section 262”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Capital Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after ) shall not be converted into the Effective Time shall be entitled right to payment of receive the fair value of such Dissenting Shares applicable Merger Consideration in accordance with Section 2622.02, but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares. At the Effective Time, all Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired 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 Section 262 of the provisions of Section 262DGCL. Notwithstanding the foregoing, if any Dissenting Shares shall lose their status as such holder shall fail (through failure to perfect perfect, withdrawal or otherwise shall waive, withdraw otherwise) or lose the right to appraisal under Section 262, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then then, as of the right later 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 been converted at the Effective Time intoor the date of loss of such status, such shares shall automatically be converted into and shall have become, represent only the right to receive the applicable Merger Consideration upon compliance with and Additional Merger Consideration, without interest thereon, promptly following the procedure outlined in Section 2.02. (b) surrender of the certificate or certificates representing such shares of Company Capital Stock. The Company shall give Parent prompt written notice to Parent of any demands for appraisal written demand received by the Company, any withdrawal of any shares of Company Common Stock such demand and any withdrawals of other demand, notice or instrument delivered to the Company prior to the Effective Time that relate to any such demands, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demandsdemand for payment. The Company shall not, except not make any payment or settlement offer prior to the Effective Time with respect to any such demand without the prior written consent of Parent, voluntarily make any payment Parent and shall give Parent the opportunity to participate in all negotiations and proceedings that take place prior to the Effective Time with respect to, or settle, or offer or agree to settle, any such demand demands for paymentpayment under the DGCL.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a holder stockholders who has not shall have neither voted in favor of adoption of this Agreement or the Merger nor consented thereto in writing, writing and who is entitled to demand and shall have demanded properly demands in writing appraisal of for such shares of Company Common Stock pursuant to, and who complies Shares in all respects with, the provisions of accordance with Section 262 of the DGCL (“Section 262”)collectively, shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)) shall not be converted into, but instead such holder after or represent the Effective Time shall be entitled right to payment of receive, the fair value of such Dissenting Shares in accordance with Section 262Merger Consideration. At the Effective Time, all such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of Dissenting Shares such stockholders shall cease to have any rights with respect thereto. Notwithstanding the foregoing sentence, except the right such stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Shares held by them in accordance with the provisions of such Section 262. Notwithstanding the foregoing, if any such holder except that all Dissenting Shares held by stockholders who shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal of such Shares under such Section 262, 262 or who shall be determined by a court of competent jurisdiction shall determine that such holder is to not be 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 thereupon be deemed to have been converted at the Effective Time into, and shall to have becomebecome exchangeable for, as of the Effective Time, the right to receive the Merger Consideration Consideration, without any interest thereon, upon compliance with surrender, in the procedure outlined manner provided in Section 2.023.10, of the certificate or certificates that formerly evidenced such Shares (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.10). (b) The Company shall give Parent (i) prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any received by the Company, withdrawals of such demands, and Parent shall have any other instruments served pursuant to the right DGCL and received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily offer to make or make any payment with respect to, or settle, to any demands for appraisal or offer to settle or agree to settle, settle any such demand for paymentdemands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time for which the holder thereof (other than shares cancelled and retired in accordance with Section 2.01i) and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto to it in writing, writing and who is entitled to demand and properly demands (ii) has demanded the appraisal of such shares of Company Common Stock pursuant toin accordance with, and who complies has complied in all respects with, Section 262 of the provisions DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration in accordance with Section 2.01(a). At the Effective Time, (x) all Dissenting Shares shall be cancelled and cease to exist and (y) the holder or holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under Section 262 of the DGCL (“Section 262”). (b) Notwithstanding the provisions of Section 2.04, shall not be converted into if any holder of Dissenting Shares effectively withdraws or be exchangeable for a right loses such appraisal rights (through failure to receive the Merger Consideration as specified in Section 2.01(a) (perfect such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”appraisal rights or otherwise), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares then that holder’s shares (i) shall no longer be outstanding, shall automatically deemed to be canceled and retired 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. 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 Dissenting Shares under Section 262 shall cease and such Dissenting Shares (ii) shall be deemed to have treated as if they had been converted automatically at the Effective Time into, and shall have become, into the right to receive the Merger Consideration Consideration, without interest thereon, upon compliance surrender of the Certificate formerly representing such shares in accordance with the procedure outlined in Section 2.02. In such event, if the Exchange Fund shall then remain in place, Parent shall promptly deposit or cause the Surviving Corporation to deposit in the Exchange Fund the aggregate amount of Merger Consideration in respect of such Dissenting Shares. (bc) The Company shall give Parent (i) prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any Stock, the withdrawals of such demands, and Parent shall have any other instrument served on the Company under the provisions of Section 262 and (ii) the right to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company shall not, except not offer or agree to make or make any payment with respect to any demands for appraisal or offer to settle or settle any such demands without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a holder any Company Stockholder who has not shall have neither voted in favor of adoption of this Agreement or the Merger nor consented thereto in writing, writing and who is entitled to demand and shall have demanded properly demands in writing appraisal of for such shares of Company Common Stock pursuant to, and who complies Shares in all respects with, the provisions of accordance with Section 262 of the DGCL (collectively, the “Section 262Dissenting Shares”), ) shall not be converted into or be exchangeable for a the right to receive the Merger Consideration as specified provided in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”3.01(b), but instead such holder after rather, the Effective Time holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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 appraised value of such Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding 262 of the foregoingDGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262, or a court 262 of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262DGCL, then the right of such holder to be paid the fair appraised value of such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted at as of the Effective Time into, and shall to have becomebecome exchangeable solely for, the right to receive the Merger Consideration upon compliance with the procedure outlined Consideration, without interest, as provided in Section 2.023.01(b). (b) The Company shall give prompt written notice to notify Parent as promptly as reasonably practicable of any demands received by the Company for appraisal of any shares of Company Common Stock Shares, withdrawals thereof and any withdrawals other instruments delivered to the Company pursuant to Section 262 of such demandsthe DGCL, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, any such demand demands, or agree to do any of the foregoing. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 3.02(a) to pay for paymentDissenting Shares shall be returned to Parent upon demand.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued contrary and outstanding immediately prior to the Effective Time extent available under the BVI Business Companies Act (other than shares cancelled and retired in accordance with Section 2.01as amended) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and 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, (the provisions of Section 262 of the DGCL (“Section 262Act”), shall each holder of 8i Ordinary Shares who has validly exercised and not be converted into or be exchangeable for a effectively withdrawn its right to receive dissent from the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred and to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to receive payment of the fair value of such its 8i Ordinary Shares pursuant to Section 179 of the Act (a “Dissenting Shareholder” and the 8i Ordinary Shares held by a Dissenting Shareholder, “Dissenting Shares”) shall be entitled to receive only payment of the fair value of its Dissenting Shares in accordance with Section 262. At 179 of the Effective Time, all Act and each Dissenting Shares Share shall no longer be outstanding, shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except exist in exchange for the right to receive the payment of their fair value of such Dissenting Shares in accordance with Section 179 of the provisions Act. For the avoidance of Section 262. Notwithstanding the foregoingdoubt, if any such holder 8i Ordinary Share held by any member who shall fail have failed to perfect exercise or otherwise shall waive, withdraw or lose the who effectively withdraws its right to appraisal dissent from the Merger under Section 262, or a court 179 of competent jurisdiction the Act shall determine that such holder is (a) not entitled to the relief provided by Section 262, then the right of such holder be deemed to be paid the fair value of such holder’s a Dissenting Shares under Section 262 shall cease Share and such Dissenting Shares shall (b) be deemed to have been converted cancelled and cease to exist, as of the Effective Time, in exchange for Singapore NewCo Ordinary Shares, as provided in Section 5(a) of this Agreement. As the approval of this Agreement and the Merger is to be presented as a proposal at the Effective Time into8i Meeting (subject to any adjournment or recess of such meeting) to be approved by a majority of issued and outstanding 8i Ordinary Shares entitled to vote and voting on the proposal, and pursuant to Section 179 of the Act, 8i shall have become, serve written notice of the right to receive authorization of the Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) The Company shall give prompt to each member of 8i who has given a dissenter’s written notice of objection to Parent the Merger as required under Section 179 of any demands the Act and has not voted for appraisal of any shares of Company Common Stock and any withdrawals of such demands, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with Merger at the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment8i Meeting within twenty (20) days immediately following the date on which the authorization is obtained.

Dissenting Shares. (a) Notwithstanding any provision No appraisal rights shall be available to holders of this Agreement to New Diamond Shares in connection with the contraryEmerald Merger. (b) In the event the Charter Amendment is approved and the Effective Time occurs, including Section 2.01, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Initial Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and which are held by a holder holders of Company Shares who has have not voted in favor of or consented to the adoption of this Agreement or consented thereto in writing, and who is entitled have properly taken the steps required in order to demand and properly demands perfect their rights to appraisal of such shares of Company Common Stock pursuant toin connection with the Diamond Merger, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Section 262Dissenting Shares”), ) shall not be converted into or be exchangeable for a the right to receive the Merger Consideration as specified New Diamond shares in accordance with Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”3.1(a), but and the holders thereof instead such holder after the Effective Time shall be entitled to payment only such rights as are granted by Section 262 of the DGCL and the restated certificate of incorporation of the Company; provided, however, that if any such stockholder of the Company shall fail to perfect or shall effectively waive, withdraw or lose such stockholder’s rights under Section 262 of the DGCL, such stockholder’s Company Shares in respect of which the stockholder would otherwise be entitled to receive fair value under Section 262 of such Dissenting the DGCL shall thereupon be deemed to have been converted, at the Initial Effective Time, into New Diamond Shares in accordance with Section 2623.1(a) (which New Diamond Shares shall be converted into the Per Share Merger Consideration in the Emerald Merger in accordance with Section 3.2(a)). At In the event the Charter Amendment is not approved or the Effective TimeTime does not occur, all Dissenting no appraisal rights shall be available to holders of Company Shares in connection with the Diamond Merger. (c) Company shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each give Parent (i) prompt notice of any notice received by Company of the intent of any holder of Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive demand the fair value of such Dissenting any Company Shares in accordance with the provisions of Section 262. Notwithstanding the foregoingDiamond Merger, if any such holder shall fail written demand for appraisal, any withdrawals thereof and any instruments served pursuant 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 of the DGCL and such Dissenting Shares shall be deemed to have been converted at received by the Effective Time intoCompany, and shall have become, (ii) the right opportunity to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any withdrawals of such demands, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demandsthe exercise of dissenters’ rights under Section 262 of the DGCL. The Company shall not, except with the prior written consent of ParentParent or as otherwise required by an order, voluntarily decree, ruling or injunction of a court of competent jurisdiction, make any payment with respect to, or settle, to any such exercise of dissenters’ rights or offer to settle or agree to settle, settle any such demand for paymentrights. (d) The parties shall cooperate to take any reasonable steps requested by another party that may be necessary to (i) provide appraisal rights to holders of Company Shares as contemplated by Section 3.5(b), and (ii) ensure that no appraisal rights are available in connection with the Emerald Merger.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and Shares which are outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and which are held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, writing and who is entitled to demand and properly demands has demanded appraisal of for such shares of Company Common Stock pursuant to, and who complies Shares in all respects with, the provisions of accordance with Section 262 of the DGCL (“Section 262”), "DISSENTING SHARES") shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in pursuant to Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)2.8, but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder holders of Dissenting Shares shall cease to have any rights with respect thereto, except the right instead be entitled to receive such consideration as shall be determined pursuant to Section 262 of the fair value of such Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding the foregoingDGCL; provided, however, that if any such holder shall fail have failed 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 holder's right of such holder to be paid appraisal and payment under the fair value of DGCL, such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting 's Shares shall be deemed to have treated as if they had been converted at as of the Effective Time into, and shall have become, into the right to receive the Merger Consideration upon compliance with the procedure outlined Consideration, without interest thereon, as provided in Section 2.02. (b) 2.8, and such Shares shall no longer be Dissenting Shares. The Company shall give Parent and Purchaser prompt written notice to Parent of any demands received by the Company for appraisal of any shares Shares, and of Company Common Stock and any withdrawals of such demandsdemands for appraisal, or of any other instruments served pursuant to Section 262 of the DGCL and received by the Company. Prior to the Effective Time, Parent and Purchaser shall have the right to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal. The Prior to the Effective Time, the Company shall not, except with the prior written consent of ParentXxxxxx and Purchaser, voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentdemands. Each holder of Dissenting Shares shall have only such rights and remedies as are granted to such holder under Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired that are held by holders who have properly demanded their appraisal rights with respect to such Shares in accordance with Section 2.01) 262 of the DGCL and held by a holder who has have not withdrawn such demand or consented to or voted in favor of adoption of this Agreement or consented thereto in writing(the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and who is the holders thereof shall be entitled to demand and properly demands appraisal of only such shares of Company Common Stock pursuant to, and who complies in all respects with, the provisions of rights as are granted by Section 262 of the DGCL (“Section 262”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At and at the Effective Time, all such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each such 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. Notwithstanding 262 of the foregoingDGCL); provided, however, that if any such holder stockholder of the Company shall fail to perfect or otherwise shall effectively 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 holderstockholder’s Dissenting Shares rights under Section 262 shall cease and of the DGCL, such stockholder’s Dissenting Shares shall be deemed to have treated as if they had been converted at the Effective Time into, and shall have become, into the right to receive the Merger Consideration upon compliance with at the procedure outlined Effective Time, and the holder thereof shall be entitled to the right to receive the Merger Consideration, as set forth in Section 2.022.1 of this Agreement, without any interest thereon. (b) The Company shall give Parent (i) prompt written notice to Parent of any demands for appraisal notice received by the Company of intent to demand the fair value of any shares of Company Common Stock and any Shares, withdrawals of such demands, notices and Parent shall have any other instruments served pursuant to Section 262 of the right DGCL and received by the Company and (ii) the opportunity to participate in and direct control all negotiations and proceedings with respect to such demandsthe exercise of appraisal rights under Section 262 of the DGCL. The Company shall not, except with the prior written consent of ParentParent or as otherwise required by an order, voluntarily decree, ruling or injunction of a court of competent jurisdiction, make any payment with respect to, to any such exercise of appraisal rights or settle, offer to settle or settle any such rights or offer or agree commit to settle, do any such demand for paymentof the foregoing.

Dissenting Shares. (ai) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares any share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and which is held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who who: (a) is entitled to demand and properly demands appraisal who has made written demand upon the Company for the purchase of such shares and payment in cash of the “fair market value” thereof in the manner prescribed by Chapter 13 of the CGCL (the “Demand Notice”); and (b) has perfected such holder’s rights in accordance with Chapter 13 of the CGCL, shall be deemed a “Dissenting Share.” (ii) If the number of Dissenting Shares as of the Effective Time equals or exceeds five percent (5%) of the total number of shares Company Common Stock pursuant to, issued and who complies in all respects with, the provisions of Section 262 outstanding as of the DGCL Effective Time (the “Section 262Dissenting Threshold”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares then no holder of Company Common Stock being referred to collectively as the “any Dissenting Shares”), but instead such holder after the Effective Time Shares shall be entitled to payment of the fair value Merger Consideration in respect of such Dissenting Shares in accordance with Section 262. At Shares, and at the Effective Time, Time all such Dissenting Shares shall no longer be outstanding, outstanding and shall be automatically be canceled and retired cancelled and shall cease to existexist and, and except as otherwise provided by applicable Law, each holder of any such Dissenting Shares shall cease to have any rights with respect theretoto the Dissenting Shares, except other than such rights as are granted by Chapter 13 of the right CGCL. (iii) Notwithstanding anything to receive the fair value contrary herein, if a holder of such any Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waivewaives, withdraw withdraws or lose loses such holder’s rights under Chapter 13 of the right to appraisal under Section 262, CGCL or a court of competent jurisdiction shall determine determines that such holder is not entitled to relief under Chapter 13 of the relief provided by Section 262CGCL, then the right of any such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined as set forth in Section 2.023.1(a)(i) of this Agreement, without any interest thereon. (biv) If the Dissenting Threshold is not met, any share that had previously been a Dissenting Share shall no longer be regarded as such and any such shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as set forth in Section 3.1(a)(i) of this Agreement, without any interest thereon. (v) The Company shall give Parent (A) prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock Demand Notice received by the Company, withdrawals thereof and any withdrawals other instruments served pursuant to Chapter 13 of such demandsthe CGCL and received by the Company, and Parent shall have (B) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsthe exercise of any rights of the holder of Dissenting Shares under Chapter 13 of the CGCL. The Company shall not, except with the prior written consent of ParentParent or as otherwise required by applicable Law, voluntarily make any payment with respect to, or settle, to any such exercise of any such rights of the holder of Dissenting Shares under Chapter 13 of the CGCL or offer to settle or agree to settle, settle any such demand for paymentrights. The parties hereto agree that they will not, and this Agreement does not, confer or seek to confer upon any holder of Company Common Stock any dissenters rights or appraisal rights greater than those provided by Chapter 13 of the CGCL or otherwise expand or seek to expand the rights provided by Chapter 13 of the CGCL.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.012.01(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, writing and 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, the provisions of Section 262 351.455 of the DGCL GBCLM (“Section 262351.455”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a2.01(b) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262351.455. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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 262351.455. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262351.455, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262351.455, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 351.455 shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any withdrawals of such demands, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and Company Preferred Stock that are outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a any holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to demand and who demands properly demands in writing appraisal of for such shares of Company Common Stock pursuant toor Company Preferred Stock in accordance with, and who complies in all respects with, Section 262 of the DGCL (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares), shall not be converted into, or represent the right to receive, the consideration payable in respect of such shares in accordance with Section 2.8(a) and Section 2.9(a), as applicable, but instead such holder of Dissenting Shares shall instead be entitled only to receive payment of the appraised value of such shares of Company Stock in accordance with the provisions of Section 262 of the DGCL (“Section 262”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262DGCL. At the Effective Time, all the Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired 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 appraised value of such Dissenting Shares shares in accordance with the provisions of Section 262262 of the DGCL. Notwithstanding the foregoing, if all Dissenting Shares held by any such holder who shall fail have failed to perfect or who effectively shall have withdrawn or otherwise shall waive, withdraw or lose the right lost its rights to appraisal of such Dissenting Shares under Section 262, 262 of the DGCL or a court of competent jurisdiction shall determine have determined that such holder is not entitled to the relief provided by Section 262262 of the DGCL shall thereupon be deemed to have been automatically converted into, then and to have become exchangeable for, and shall represent only the right to receive the consideration payable in respect of such shares in accordance with Section 2.8(a) and Section 2.9(a), as applicable, without any interest thereon, upon surrender in the manner provided in Section 2.14 and the right of such holder to be paid payment of the fair appraised value of such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02cease. (b) The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any withdrawals of such demands, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock all Shares that are issued and outstanding immediately prior to the Effective Time (other than shares Shares to be cancelled and retired in accordance with pursuant to Section 2.013.1(b) hereof) and held by a holder holders who has not shall neither have voted in favor of adoption of this Agreement or the Merger nor consented thereto in writingwriting and who shall have properly and validly perfected, and who is entitled to demand and properly demands not effectively withdrawn or lost, their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to, and who complies Shares in all respects with, the provisions of accordance with Section 262 of the DGCL (“Section 262”)collectively, shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)) shall not be converted into, but instead such holder after or represent the Effective Time shall be entitled right to payment of receive, the fair value of such Dissenting Shares in accordance with Section 262Merger Consideration. At the Effective Time, all the Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of who holds any Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive payment of the fair appraised value of such Dissenting Shares in accordance with the provisions of Section 262262 of the DGCL or, on the terms of this Section 3.4 to receive payment of the Merger Consideration as provided in Section 3.1(a). Notwithstanding Such holders of the foregoingDissenting Shares shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares, if any unless and until such holder shall fail fails to perfect comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise shall waive, withdraw or lose loses such rights to receive payment of the right to appraisal fair value of such holder’s Shares of under Section 262, 262 of the DGCL or if a court of competent jurisdiction shall determine determines that such holder is not entitled to the relief appraisal provided by Section 262262 of the DGCL and such determination has become final and non-appealable. If, then after the right of Effective Time, such holder to be paid of the fair value of such holder’s Dissenting Shares under fails to comply with the provisions of Section 262 shall cease of the DGCL or effectively withdraws or loses such right or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of the DGCL and such determination has become final and non-appealable, such Dissenting Shares shall thereupon be deemed to have been converted at the Effective Time into, and shall have become, into the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02Consideration, without interest thereon. (b) The Company shall will give Parent (i) prompt written notice to Parent of any written demands received by the Company for appraisal of any shares of Company Common Stock and any Shares, written withdrawals of such demands, demands and Parent shall have any other instruments served pursuant to applicable Law that are received by the right Company related to the stockholders’ rights of appraisal; and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such notices and demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settleto any demands for appraisal, or offer to settle or agree to settle, settle any such demand for paymentdemands.

Dissenting Shares. (ai) Notwithstanding any provision of this Agreement to the contrarycontrary (but subject to the other provisions of this Section 2.1(f)), including Section 2.01, any shares of Company Common Stock or Series B Preferred Stock issued and outstanding as of immediately prior to the Effective Time as to which the holder thereof (other than shares cancelled and retired in accordance with Section 2.01i) and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto to it in writing, writing and who is entitled to demand and properly demands (ii) has validly exercised appraisal of such shares of Company Common Stock pursuant to, and who complies rights in all respects with, the provisions of accordance with Section 262 of the DGCL (collectively, the “Section 262Dissenting Shares”), ) shall not be converted into or be exchangeable for a the right to receive the Merger Consideration as specified in accordance with Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”2.1(d), but instead shall entitle the holder thereof only to such rights as may be granted to a holder after the Effective Time shall be entitled of Dissenting Shares pursuant to payment Section 262 of the fair value of such Dissenting Shares in accordance with Section 262. At DGCL (and at the Effective Time, all such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired cancelled and shall cease to exist, exist and each such holder of Dissenting Shares shall cease to have hold any rights with respect theretothereto except as provided in Section 262 of the DGCL or this Section 2.1(f)); provided, except the right that any Dissenting Share held by any Person who fails to receive the fair value perfect, effectively withdraws or otherwise loses his, her or its rights to appraisal of such Dissenting Shares in accordance with pursuant to Section 262 of the provisions of Section 262. Notwithstanding the foregoing, if any such holder DGCL 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 thereupon (A) be deemed no longer to be paid the fair value of such holder’s a Dissenting Shares under Section 262 shall cease Share and such Dissenting Shares shall (B) be deemed to treated as if it have been converted at converted, as of the Effective Time intoTime, and shall have become, into the right to receive the Merger Consideration upon compliance with the procedure outlined in pursuant to Section 2.022.1(d). (bii) The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common Stock and appraisal, any withdrawals of such demands, demands and Parent shall have any other instrument served on the Company under the DGCL in respect of Dissenting Shares and (ii) the right to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal. The Prior to the Effective Time, the Company shall not, except not offer to make or make any payment with respect to any such demands for appraisal or otherwise settle or offer to settle any such demands without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, any shares of Company Common Stock, Series D Preferred Stock issued and outstanding immediately prior to or Series E Preferred Stock for which the Effective Time holder thereof (other than shares cancelled and retired in accordance with Section 2.01i) and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto to it in writing, writing and who is entitled to demand and properly demands (ii) has demanded the appraisal of such shares of Company Common Stock pursuant toin accordance with, and who complies has complied in all respects with, the provisions of Section 262 60.551 to 60.594 of the DGCL OBCA (collectively, the “Section 262Dissenting Shares”), ) shall not be converted into or be exchangeable for a the right to receive the Total Per Share Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 2622.1(b). At the Effective Time, (x) all Dissenting Shares shall no longer be outstanding, shall automatically be canceled cancelled and retired and shall cease to existexist and (y) the holder or holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under Section 60.551 to 60.594 of the OBCA. (b) Notwithstanding the provisions of Section 2.4(a), and each if any holder of Dissenting Shares effectively withdraws or loses such appraisal rights (through failure to perfect such appraisal rights or otherwise), then that holder’s shares (i) shall cease no longer be deemed to have any rights with respect thereto, except be Dissenting Shares and (ii) shall be treated as if they had been converted automatically at the Effective Time into the right to receive the fair value Total Per Share Merger Consideration (as set forth in Section 2.1(b)) and, upon surrender of the Certificate representing such Dissenting Shares 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 Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become2.2, the right to receive the Per Share Closing Date Merger Consideration upon compliance with the procedure outlined in Section 2.02Consideration. (bc) The Company shall give Parent (i) prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any Dissenting Shares, the withdrawals of such demands, and Parent shall have any other instrument served on the Company under the provisions of Section 60.551 to 60.594 of the OBCA and (ii) the right to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the OBCA. The Company shall not, except not offer to make or make any payment with respect to any demands for appraisal without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement At or consented thereto in writing, and 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, the provisions of Section 262 of the DGCL (“Section 262”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At from the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired cancelled and shall cease to existexist or be outstanding, and each holder of Dissenting Shares shall cease to be a shareholder of the Company (and shall not be a shareholder of the Surviving Company) and shall cease to have any rights with respect thereto, except the thereto (including any right to receive such holder’s portion of the fair value aggregate Merger Consideration pursuant to Section 2.1(a)), subject to and except for such rights as are granted under Section 179 of such Dissenting the BVI Act. If any holder of Shares (other than a holder of Shares who consented in writing to the Company Shareholder Approval) fails to give written notice of its election to dissent from the Merger under Section 179 of the BVI Act within twenty (20) days immediately following the date of the Shareholder Notice, or otherwise fails validly to dissent in accordance with the provisions terms of Section 262. Notwithstanding 179 of 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 262BVI Act, then the right rights of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 179 of the BVI Act shall cease to exist, and such Dissenting the underlying Shares shall be deemed to have been converted at the Effective Time intocancelled in accordance with Section 2.1(a), and shall have become, entitle the right holder thereof only to receive the Merger Consideration upon compliance compensation in accordance with the procedure outlined in such Section 2.02. (b) 2.1(a). The Company shall give Parent prompt written notice, and in any event notice to Parent within one Business Day, of any demands for appraisal notice or purported notice received by the Company of any shares shareholder’s intent to exercise and/or exercise of Company Common Stock rights pursuant to Section 179 of the BVI Act, the withdrawal of any such notice and any withdrawals other documents served upon the Company pursuant to or in connection with Section 179 of such demandsthe BVI Act or a shareholder’s dissent or appraisal rights. Prior to the Effective Time, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of ParentParent or as otherwise required by an order, voluntarily decree, ruling or injunction of a court of competent jurisdiction, make any payment with respect to, or settle, to any such exercise of dissenter’s rights or offer to settle or agree to settle, settle any such demand for paymentrights.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder who has Placer Creek common stock that have not been voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled with respect to which a notice of intent to demand and payment has been properly demands appraisal of such shares of Company Common Stock pursuant tomade in accordance with Chapter 1, and who complies in all respects with, the provisions of Section 262 Title 30 of the DGCL Idaho Code (“Section 262”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Placer Creek Dissenting Shares”), but instead such holder will not be converted into shares of the Surviving Corporation after the Effective Time shall but will be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except converted into the right to receive the fair value of such consideration as may be determined to be due with respect to such Placer Creek Dissenting Shares pursuant to the provisions of Part 13 of Chapter 1, Title 30 of the Idaho Code. (b) Notwithstanding any other provision of this Agreement to the contrary, shares of Digi Outdoor common stock that have not been voted in favor of adoption of this Agreement and with respect to which a notice of intent to demand payment has been properly made in accordance with Chapter 92A of the Nevada Revised Statutes (the “Digi Outdoor Dissenting Shares”), will not be converted into shares of the Surviving Corporation after the Effective Time but will be converted into the right to receive such consideration as may be determined to be due with respect to such Digi Outdoor Dissenting Shares pursuant to the provisions of Section 262. Notwithstanding Chapter 92A of the foregoingNevada Revised Statutes. (c) If a holder of either Placer Creek Dissenting Shares or Digi Outdoor Dissenting Shares (each a “Dissenting Shareholder”) withdraws such holder’s demand for such payment or becomes ineligible for such payment then, if any such holder shall fail to perfect as of the Effective Time 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 occurrence of such holder to be paid the fair value event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares under Section 262 shall will cease to be Dissenting Shares and will be converted into the right to receive, and will, subject to the terms and conditions of this Agreement, be exchangeable for, the consideration into which such Dissenting Shares shall be deemed to would have been converted at the Effective Time into, and shall have become, the right pursuant to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02this Agreement. (b) The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any withdrawals of such demands, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time extent that (other than shares cancelled and retired in accordance with Section 2.01i) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and 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, the provisions of Section 262 of the DGCL are or prior to the Effective Time may become applicable to the Merger or (ii) the provisions of Chapter 13 of the CCC are or prior to the Effective Time may become applicable to the Merger by reason of Section 2115 of the CCC, then, in each such case, any share of Company Capital Stock that, as of the Effective Time, may carry appraisal rights under Section 262 of the DGCL or is or may become a “dissenting share” within the meaning of Section 262”), 1300(b) of the CCC shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except represent the right to receive the fair value Series A Preferred Per Share Amount, Series B/B-2 Preferred Per Share Amount, Series C Preferred Per Share Amount, New Series Preferred Per Share Amount or Common Per Share Amount, as applicable, and the holder or holders of such Dissenting Shares share shall be entitled only to such rights as may be granted to such holder or holders in accordance with Section 262 of the provisions DGCL or Chapter 13 of Section 262. Notwithstanding the foregoingCCC; provided, however, that if the status of any such share as a share carrying appraisal rights or a “dissenting share” shall not be perfected or shall be withdrawn, or if any such holder share shall fail to perfect lose its status as a share carrying appraisal rights or otherwise shall waiveas a “dissenting share,” then, withdraw or lose as of the right to appraisal under Section 262, or a court later 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 been converted at the Effective Time intoor the time of the failure to perfect such status or the loss of such status, such share shall automatically be converted into and shall have become, represent only the right to receive (upon the Merger Consideration upon compliance Surrender of the certificate representing such share) the Series A Preferred Per Share Amount, Series B/B-2 Preferred Per Share Amount, Series C Preferred Per Share Amount, New Series Preferred Per Share Amount or Common Per Share Amount, as applicable, in accordance with the procedure outlined in Section 2.022.04, without any interest thereon. (b) The Company shall give Parent (i) prompt written notice to Parent and a copy of any demands written demand received by the Company prior to the Effective Time to require payment for appraisal of any shares of Company Common Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CCC and of any withdrawals of such demandsother demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or the CCC, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Company shall not, except with the prior written consent of Parent, voluntarily not make any payment or settlement offer prior to the Effective Time with respect to, or settle, or offer or agree to settle, any such demand for paymentunless Parent shall have consented in writing to such payment or settlement offer.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01any Excluded Shares) and that are held by a any holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and 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, the provisions of Section 262 of the DGCL (collectively, the “Section 262Dissenting Shares”), ) shall not be converted into or be exchangeable for a the right to receive the Class A Merger Consideration or Class B Merger Consideration, as specified applicable, as provided in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)3.01, but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At instead, at the Effective Time, by virtue of the Merger, (i) all Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and (ii) each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right rights granted to receive them by Section 262 of the fair value of such Dissenting Shares in accordance with the provisions of DGCL (“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, 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 such appraisal of such holder’s Dissenting Shares under Section 262 shall cease and each such Dissenting Shares Share shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Class A Merger Consideration upon compliance with the procedure outlined or Class B Merger Consideration, as applicable, as provided in Section 2.02. (b) 3.01. The Company shall give deliver prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any withdrawals of such demandsStock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentdemands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01Treasury Shares) and held by a holder of record who has did not voted vote in favor of the adoption of this Agreement or consented thereto in writing, and who is entitled to demand and properly validly demands appraisal of such shares of Company Common Stock Shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (any such shares meeting the requirements of this sentence, the “Section 262Dissenting Shares”), ) shall not be converted into or be exchangeable for a the right to receive the Per Share Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)Consideration, but instead such holder after instead, at the Effective Time Time, shall be entitled converted into the right to receive payment of the fair value of such Dissenting Shares amounts that are payable in accordance with Section 262. At 262 of the DGCL (it being understood and acknowledged that at the Effective Time, all such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired cancelled and shall cease to exist, and each such 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 to the provisions extent afforded by Section 262 of Section 262. Notwithstanding the foregoingDGCL); provided, that if any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose loses the right to appraisal payment of the fair value of such Dissenting Shares under Section 262, or a court 262 of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262DGCL, 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 been converted at as of the Effective Time into, and shall to have become, become exchangeable solely for the right to receive receive, without interest or duplication, the Per Share Merger Consideration upon compliance in accordance with the procedure outlined in Section 2.02. (b) terms of this Agreement. The Company shall give prompt written notice to Parent of any demands received by the Company for the appraisal of any shares Shares (or written threats thereof), of any withdrawals (purported or otherwise) of such demands and of any other documents or instruments served pursuant to the DGCL and received by the Company Common Stock relating to Section 262 of the DGCL and any withdrawals of such demands, and alleged dissenters’ rights. Parent shall have the right to participate in and direct all negotiations and proceedings Proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment or demand with respect to, or settle, settle or compromise or offer to settle or compromise, any such payment or demand, or agree to settle, do any such demand for paymentof the foregoing.

Dissenting Shares. (aA) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, any shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with eligible under Section 2.01) 262 of the DGCL to exercise appraisal rights and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, writing and who is entitled to demand demand, and properly demands demands, appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, the provisions of to Section 262 of the DGCL (“Section 262”), and complies in all respects with the provisions of Section 262 and has not effectively withdrawn or lost the right to demand relief as a dissenting stockholder under the DGCL as of the Effective Time (collectively, the “Dissenting Shares”) shall not be converted into or be exchangeable for a represent the right to receive the Final Adjusted Merger Consideration as specified pursuant to in Section 2.01(a) (2.7(b)(i), and the holder or holders of such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled only to payment such rights as may be granted to such holder or holders in Section 262 of the fair value DGCL. Notwithstanding the provisions of such Dissenting Shares in accordance with this Section 262. At the Effective Time2.7(b)(iv), all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each if any 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. Notwithstanding the foregoing, if any such holder shall fail effectively withdraw or lose (through failure to perfect or otherwise shall waive, withdraw or lose otherwise) the right to appraisal under Section 262262 of the DGCL, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then then, as of the right later of the Effective Time and the occurrence of Table of Contents such holder to be paid the fair value of event, such holder’s Dissenting Shares under Section 262 shares shall cease automatically be converted into and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, represent only the right to receive the Final Adjusted Merger Consideration payable in respect of such shares pursuant to Section 2.7(b)(i), without interest, upon compliance with surrender of the procedure outlined in Section 2.02certificate representing such shares. (bB) The Company shall (1) comply with the requirements of Section 262 of the DGCL, (2) give Parent prompt written notice to Parent of any demands for appraisal written demand received by the Company pursuant to Section 262 of any shares the DGCL, of Company Common Stock and any withdrawals of such demands, and provide copies of any documents or instruments served pursuant to the DGCL and received by the Company and (3) give Parent shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of Parent, voluntarily not make any payment or settlement offer prior to the Effective Time of the Merger with respect to, or settle, or offer or agree to settle, any such demand for paymentunless Parent shall have consented in writing to such payment or settlement offer.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01and solely to the extent available under the CRS, shares of Company Common Stock issued and that are outstanding immediately prior to the Effective Time and that are held by a Company shareholder (other than a “Dissenting Shareholder”) who has (i) neither voted in favor of the Merger nor executed a writing consenting to the Merger, (ii) caused the Company to receive, before any vote is taken at any meeting where a notice of dissenters’ rights has been given to such a shareholder, written notice of such holder’s intention to demand payment for such holder’s shares cancelled and retired of Common Stock in accordance with Section 2.01) and held by a holder who has not voted in favor 7-000-000 of adoption of this Agreement or consented thereto in writingthe CRS, and who is entitled to demand (iii) otherwise properly perfected and properly demands appraisal not withdrawn or lost his, her or its rights in accordance with Article 113 of such shares of Company Common Stock pursuant to, and who complies in all respects with, the provisions of Section 262 Title 7 of the DGCL (“Section 262”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) CRS (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)” until such time as such shareholder fails to perfect, but instead withdraws or otherwise loses such holder after shareholder’s dissenters’ rights) shall not be converted into, or represent the Effective Time right to receive, the Per Share Merger Consideration. Each Dissenting Shareholder shall be entitled to receive payment of the fair value of for such Dissenting Shares shares held by it in accordance with Section 262. At 7-000-000 of the Effective TimeCRS; provided, all however, that if a Dissenting Shares shall no longer be outstandingShareholder fails to perfect, shall automatically be canceled and retired and shall cease to exist, and each holder of withdraws or loses such Dissenting Shares shall cease to have any rights with respect thereto, except the Shareholder’s right to 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 262demand payment pursuant to, or if a court of competent jurisdiction shall determine determines that such holder Dissenting Shareholder is not entitled to the relief provided by Section 262Article 113 of Title 7 of the CRS, 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 held by such Dissenting Shareholder shall thereupon be deemed to have been converted at the Effective Time into, and shall have become, represent the right to receive receive, the Per Share Merger Consideration upon compliance with Consideration, without any interest thereon, in the procedure outlined manner provided in Section 2.02this Article II. Except as otherwise provided by Article 113 of Title 7 of the CRS, the demand for payment and deposit of certificates is irrevocable. (b) The Company shall give provide Parent with prompt written notice after receipt by the Company of any notices of intent to Parent of demand payment or any demands for appraisal payment received by the Company from Company shareholders seeking to become or who become Dissenting Shareholders, withdrawals of any shares such notices of Company Common Stock intent to demand, and any withdrawals other instruments served pursuant to Article 113 of such demands, Title 7 of the CRS and received by the Company with respect to dissenters’ rights. The Company shall give Parent shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for payment under the CRS. The Company shall not, except with the prior written consent of Parent, voluntarily unless otherwise required by the CRS, make any payment payments with respect to, or settle, to any demands for payment or offer to settle or agree to settle, settle any such demand for paymentdemands or approve any withdrawal or treatment of any such demands.

Dissenting Shares. (a) For purposes of this Agreement, the term “Dissenting Shares” means any shares of GAFRI Common Stock with respect to which appraisal rights apply under Section 262 of the DGCL and held by a Holder who (i) has not voted in favor of the Merger or consented thereto in writing, (ii) has demanded properly in writing fair value for such GAFRI Common Stock in accordance with Section 262 of the DGCL, and (iii) has not withdrawn such demand or otherwise lost such Holder’s right to receive the fair value of such Holder’s Dissenting Shares in accordance with Section 262 of the DGCL. (b) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and 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, the provisions of Section 262 of the DGCL (“Section 262”), shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder Holders of Dissenting Shares shall cease to have any rights with respect thereto, except the right not be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262262 of the DGCL if such holders (i) fail to perfect, (ii) effectively withdraw or (iii) otherwise lose their rights to payment of fair value under the DGCL. Notwithstanding If, after the foregoingEffective Time, if any such holder shall fail Holder fails to perfect or effectively withdraws or otherwise loses such right, such Dissenting Shares shall waivethereupon be treated as if they had been canceled, withdraw or lose extinguished and converted into, as of the Effective Time, and represent, the right to appraisal receive payment of the portion of the Merger Consideration to be paid therefor pursuant to Section 3.7, and such shares shall not be deemed to be Dissenting Shares. None of Parent, GAC, GAFRI or the Surviving Corporation shall be liable for any failure of any Holder of shares of GAFRI Common Stock to comply with such Holder’s duties under this Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled 3.10. (c) Notwithstanding anything to the relief provided by contrary contained in this Section 2623.10, if (i) the Merger is rescinded or abandoned or (ii) stockholders of GAFRI revoke the authority to effect the Merger, then the right of such holder any Holder to be paid the fair value of such holderHolder’s Dissenting Shares under pursuant to Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02cease. (bd) The Company GAFRI shall give Parent (i) prompt written notice to Parent of any demands received by GAFRI for appraisal of any shares of Company Common Stock dissenters’ rights and any withdrawals of such demandsdemands served pursuant to the DGCL, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for dissenters’ rights under DGCL. The Company GAFRI shall not, except with the prior written consent of Parent, voluntarily make any payment (including, without limitation, any payment under Section 262 of the DGCL) with respect to, or settle, to any demands for valuation or offer to settle or agree to settle, settle any such demand for paymentdemands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the Companies Law, including Section 2.01, shares of Company Common Stock all Shares that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders of the Company who shall have validly delivered and not effectively withdrawn a Dissent Notice (other than shares cancelled and retired as defined below), or have not otherwise lost their rights to dissent from the Merger, or dissenter rights, in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and 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, the provisions of Section 262 238 of the DGCL Companies Law (“Section 262”)collectively, shall not be converted into or be exchangeable for a right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after and holders of the Dissenting Shares collectively, the “Dissenting Shareholders”) shall be cancelled at the Effective Time and the Dissenting Shareholders shall not be entitled to receive the Per Share Merger Consideration and shall instead be entitled to receive only the payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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 held by them determined in accordance with the provisions of Section 262. Notwithstanding 238 of the foregoing, if any such holder shall fail Companies Law. (b) In order to perfect or otherwise shall waive, withdraw or lose give effect to the right for any Dissenting Shareholder to exercise its entitlement to dissent from the Merger as set out in this Section 3.6 and to seek a fair value appraisal for its Dissenting Shares under Section 262238(1) of the Companies Law (the “Dissent Right”): (i) the Company shall cause a copy of the Plan of Merger to be delivered to each registered shareholder pursuant to Section 2.1, or which delivery of a court copy of competent jurisdiction shall determine that such holder is this Plan of Merger not entitled later than twenty (20) calendar days prior to the relief provided Closing Date shall be deemed to be written notice of the authorization of the Merger for the purposes of Section 238(4) of the Companies Law; (ii) the Plan of Merger shall state that any shareholder that wishes to exercise its Dissent Right may only do so by delivering written notice to the Company as contemplated by Section 262238(5) of the Companies Law prior to the Closing Date setting out (A) the Dissenting Shareholder’s name and address, then (B) the right number and classes of such holder to its Dissenting Shares (which must be paid all of the shares in the Company of which the Dissenting Shareholder is the registered holder), and (C) a demand for payment of the fair value of such holder’s Dissenting Shares under Section 262 shall cease and Shares; (each such Dissenting Shares notice, a “Dissent Notice”) and, if validly served as set out in this sub-paragraph (ii), shall be deemed to be written notice of an election to dissent with regard to the relevant Dissenting Shares for the purposes of Section 238(5) of the Companies Law; and (iii) the provisions of Section 238(6) to 238(16) of the Companies Law shall apply to the treatment of each Dissenting Share in relation to which a valid Dissent Notice has been served, it being noted and agreed that, as no shareholder vote is required under the Companies Law in order to effect the Merger, the requirement for initial written objection and demand for payment by a Dissenting Shareholder under Sections 238(2) and 238(3) of the Companies Law shall be disregarded by the Company for these purposes. (c) For the avoidance of doubt, all Shares held by Dissenting Shareholders who shall not have been validly exercised or who shall have effectively withdrawn or lost their dissenter rights under this Section 3.6 and Section 238 of the Companies Law shall thereupon not be Dissenting Shares and shall be cancelled and cease to exist as of the Effective Time, and shall be converted at the later of (i) the Effective Time intoTime, and shall have become(ii) the occurrence of such event, into the right to receive the Per Share Merger Consideration, without any interest thereon, in the manner provided in Section 3.2. Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration upon compliance with so due and payable to such shareholders who shall not have validly exercised or who shall have effectively withdrawn or lost such dissenter rights under Section 238 of the procedure outlined in Section 2.02Companies Law. (bd) The Company shall give Parent (i) prompt written notice to Parent of any Dissent Notice or any other written notices of objection, notices of approvals, notice of dissent or demands for appraisal or written offers, under Section 238 of the Companies Law or otherwise as received by the Company, written withdrawals of Dissent Notices, any shares of Company Common Stock other such notices, demands or offers, and any withdrawals other instruments served pursuant to applicable Law of such demandsthe Cayman Islands and received by the Company relating to its shareholders’ rights to dissent from the Merger or appraisal rights, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsnotice or demand for appraisal under the Companies Law. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any offers or agree to any payment with respect to, to any exercise by a shareholder of its rights to dissent from the Merger or settle, any demands for appraisal or offer to settle or agree to settle, settle any such demand for paymentdemands or approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares the holders of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder Dissenting Shares who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to demand and have properly demands demanded appraisal of such shares of Company Common Stock pursuant to, and who complies comply in all respects with, the provisions of Section 262 of the DGCL (“Section 262”), shall will not be have such shares converted into or be exchangeable for a the right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)consideration provided herein, but instead such holder after the Effective Time shall holders will be entitled to payment such rights (and only such rights) as are granted under Section 262 of the fair value DGCL to a holder of such Dissenting Shares in accordance with Section 262Shares. At the Effective Time, all Dissenting Shares shall will no longer be outstanding, shall outstanding and will automatically be canceled and retired extinguished and shall will cease to exist, and except as otherwise provided by Law, each holder of Dissenting Shares shall will cease to have any rights with respect thereto, except thereto other than the right rights granted pursuant to receive Section 262 of the fair value of such Dissenting Shares in accordance with the provisions of Section 262DGCL. Notwithstanding the foregoing, if any such holder shall fail fails to validly perfect or otherwise shall waivewaives, withdraw withdraws or lose loses the right to appraisal under Section 262, 262 of the DGCL or if a court of competent jurisdiction shall determine determines that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right rights of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 shall of the DGCL will cease and such Dissenting Shares shall will be deemed to have been converted at the Effective Time into, and shall have becomewill represent, only the right to receive in cash a portion of the Merger Consideration upon compliance payable to the holder thereof pursuant to this Agreement and in accordance with the procedure outlined Certificate of Incorporation (assuming the exercise in Section 2.02. (b) full of the portions of the Options that are vested as of the Effective Time), without interest. The Company shall give the Seller Representative and Buyer prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock and any withdrawals of such demandswith respect to Dissenting Shares, and Parent the Seller Representative and Buyer shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentBuyer (which consent will not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentdemands, or agree to do any of the foregoing. Any payments to be made in respect of Dissenting Shares will be made by Buyer or the Surviving Corporation.

Dissenting Shares. (ai) No later than ten (10) calendar days following the date that the Valley Shareholder Approval is received, Valley or the Surviving Corporation shall provide each record holder of Valley Common Stock entitled to vote on the Merger with a notice including the information required pursuant to Section 1301(a) of the CGCL. (ii) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with extent dissenters’ rights under Section 2.011301(a) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writingare applicable to the Merger, and 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, the provisions of Section 262 of the DGCL (“Section 262”), no Dissenting Shares shall not be converted into or be exchangeable for represent a right to receive the Merger Consideration as specified in Section 2.01(a) (applicable consideration for such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)set forth in this Agreement, if any, but instead such the holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares shall only be entitled to such dissenters’ rights to the extent granted by Chapter 13 of the CGCL. If a holder of shares of Valley Common Stock who demands that Valley purchase such shares under Chapter 13 of the CGCL shall thereafter effectively withdraw or lose (through failure to perfect or otherwise) such holders’ dissenters’ rights with respect to such shares of Valley Common Stock then, as of the occurrence of such withdrawal or loss, each such share of Valley Common Stock shall be deemed as of the Effective Time to have been converted into and represent only the right to receive, in accordance with Section 262. At 3.01, the Effective Time, portion of the Merger Consideration for such shares set forth in this Article III. (iii) Valley shall comply in all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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 respects with the provisions of Section 262. Notwithstanding Chapter 13 of 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 CGCL with respect 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 been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02. (b) The Company Shares. Valley shall give TriCo: (A) prompt written notice to Parent of any demands for appraisal purchase of any such shares of Company Valley Common Stock and any pursuant to Chapter 13 of the CGCL, attempted withdrawals of such demands, demands and Parent shall have any other instruments served pursuant to Chapter 13 of the right CGCL and received by Valley in connection therewith; and (B) the opportunity to participate in and direct all negotiations and proceedings with respect to the purchase of any shares of Valley Common Stock under Chapter 13 of the CGCL; provided that TriCo shall act in a commercially reasonable manner in directing any such demandsnegotiations and proceedings and shall not impose any requirements or restrictions on Valley that are contrary to the requirements of Chapter 13 of the CGCL. The Company Valley shall not, except with the prior written consent of ParentTriCo, which consent shall not be unreasonably withheld, conditioned or delayed, or as required by law, voluntarily make any payment with respect to, or settle, to any demands for purchase of Valley Common Stock or offer to settle or agree to settle, settle any such demand for paymentdemands.

Dissenting Shares. (a) Notwithstanding any provision other provisions of this Agreement to the contrary, including Section 2.01, any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired with respect to which the Company Stockholder thereof has properly demanded appraisal rights in accordance with Section 2.01) 262 of the DGCL, and held by a holder who has not voted in favor of adoption of this Agreement effectively withdrawn or consented thereto in writing, and who is entitled to demand and properly demands lost such holder’s appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, the provisions of Section 262 of rights under the DGCL (collectively, the “Section 262Dissenting Shares”), shall not be converted into or be exchangeable for a represent the right to receive the Merger Consideration as specified payments set forth in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)2.1, but instead such holder after the Effective Time Company Stockholder shall only be entitled to payment such rights as are provided by Section 262 of the fair value DGCL. Notwithstanding the provisions of such Dissenting Shares in accordance with this Section 262. At the Effective Time2.5, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each if any holder of Dissenting Shares shall cease effectively withdraw or lose (through failure to have any perfect or otherwise) such holder’s appraisal rights with respect theretounder the DGCL, except then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the fair value consideration for Company Common Stock, as applicable, set forth in Section 2.1, without interest thereon, and subject to the escrow provisions set forth in Section 2.1, upon the due surrender of such Dissenting Shares duly executed Exchange Documents in accordance with the provisions of manner set forth in Section 2622.3. Notwithstanding anything to the foregoingcontrary contained in this Agreement, if any such holder shall fail to perfect the Merger is rescinded 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 262abandoned, then the right of such a holder of Dissenting Shares to be paid the fair value of such holder’s Dissenting Shares under pursuant to Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration upon compliance with the procedure outlined in Section 2.02cease. (b) The Company shall give Buyer (i) prompt written notice to Parent of any demands written demand for appraisal received by the Company pursuant to the applicable provisions of any shares of Company Common Stock and any withdrawals of such demandsthe DGCL, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentBuyer, voluntarily make any payment with respect to, or settle, to any such demands or offer to settle or agree to settle, settle any such demand for paymentdemands. Any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Buyer in advance and shall not be presented to any Company Stockholder prior to the Company receiving Buyer’s prior written consent.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01, shares of Company Common Parties Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held owned by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to demand and has properly demands demanded appraisal of such shares of Company Common Stock pursuant toin accordance with, and who complies in all respects with, the provisions of (i) with respect to VSee, Section 262 of the DGCL (the “Section 262VSee 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”) shall not be converted into or be exchangeable for a the right to receive Parent Common Stock, and shall instead represent the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred right to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with and to the extent provided by Section 262262 of the DGCL or Subchapter H, Chapter 10 of the TBOC, as applicable. At the Effective Time, (a) all Dissenting Shares shall no longer be outstandingcancelled, shall automatically be canceled extinguished and retired and shall cease to exist, exist and each holder (b) the holders of Dissenting Shares shall cease be entitled only to have any such rights with respect theretoas may be granted to them under the DGCL or the TBOC, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262as applicable. Notwithstanding the foregoing, if If any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose the loses such holder’s right to appraisal under Section 262262 of the DGCL, Subchapter H, Chapter 10 of the TBOC, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262other applicable Law, 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 been converted at converted, as of the Effective Time intoTime, and shall have become, into the right to receive Parent Common Stock upon the Merger Consideration upon compliance with the procedure outlined terms and conditions set forth in Section 2.02. (b) The this Agreement applicable to holders that have not properly demanded appraisal rights. A Company Party shall give Parent prompt written notice to Parent (and in any event within three (3) Business Days) of any demands received by such Company Party for appraisal of any shares of Company Common Stock and any Parties Stock, attempted withdrawals of such demandsdemands 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 have the right to participate in and and, following the Effective Time, direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, a Company Party shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or compromise or offer to settle or agree to settlecompromise, any such demands or waive any failure to timely deliver a written demand for paymentappraisal or otherwise comply with the provisions under Section 262 of the DGCL, Subchapter H, Chapter 10 of the TBOC, or agree or commit to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time (other than shares cancelled and retired that are held by any shareholder who has delivered to the Company, prior to the vote of shareholders, if any, required by Section 6.2 hereof, a written notice in accordance with Section 2.01) Article 13 of the Georgia Code of such shareholder's intent to demand payment for such shareholder's Shares if the Merger is effected and held by a holder who has shall have not voted such Shares in favor of the approval and adoption of this Agreement or consented thereto in writing, and 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(collectively, the provisions of Section 262 of the DGCL (“Section 262”), "Dissenting Shares") shall not be converted into or be exchangeable for a the right to receive the Merger Consideration as specified in cash pursuant to Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)2.6, but instead the holders of such holder after the Effective Time Dissenting Shares shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired 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 dissenting shares in accordance with the provisions of Section 262. Notwithstanding Article 13 of the foregoingGeorgia Code; provided, however, that if any such holder shareholder shall fail to perfect or otherwise shall waive, withdraw or lose the waive such shareholder's right to appraisal demand and obtain payment under Section 262, Article 13 of the Georgia Code or a court of competent jurisdiction shall determine that such holder shareholder is not entitled to the relief provided by Section 262said Article 13, then the right of such holder of Dissenting Shares to be paid the fair value of such holder’s shareholders Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall thereupon be deemed to have been converted at into, as of the Effective Time into, and shall have becomeTime, the right to receive cash pursuant to Section 2.6(a) hereof, without any interest thereon, upon surrender of the Merger Consideration upon compliance with the procedure outlined in Section 2.02certificate or certificates representing such Shares. (b) The Company shall give Parent (i) prompt written notice to Parent of any demands for appraisal notice or other instruments received by the Company pursuant to Article 13 of any shares of Company Common Stock the Georgia Code and any withdrawals of such demands, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for payment for Dissenting Shares. The Company shall not voluntarily offer to make or make any payment with respect to any demands for payment for Dissenting Shares and shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, settle any such demand for paymentdemands. (c) Dissenting Shares, if any, shall be canceled after the payment of fair value in respect thereto has been made to the holder of such shares pursuant to the Georgia Code.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Option Agreement to the contrary, including Section 2.01, any shares of Company Common Fortis Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement or the Merger, consented thereto in writing, writing or otherwise contractually waived its rights to appraisal and who is entitled to demand has exercised and properly demands perfected appraisal of or dissenters rights for such shares of Company Common Stock pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL or Section 2115 and Chapter 13 of the CGCL and has not effectively withdrawn or lost such appraisal or dissenters rights (collectively, the “Section 262Dissenting Shares”), ) shall not be converted into or be exchangeable for a represent the right to receive the Merger Consideration as specified consideration for Fortis Capital Stock set forth in Section 2.01(a) (2.8 and the holder or holders of such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled only to payment such rights as may be granted to such holder or holders in Section 262 of the fair value of such Dissenting Shares in accordance with Section 262. DGCL or the CGCL. (b) At the Effective Time, all the Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair appraised value of such Dissenting Shares shares in accordance with the provisions of Section 262262 of the DGCL or the CGCL. Notwithstanding the foregoingprovisions of Section 2.16(a), if any such holder of Dissenting Shares shall fail effectively withdraw or lose (through failure to perfect or otherwise shall waive, withdraw or lose the right to otherwise) such holder’s appraisal rights and dissenters rights under Section 262262 of the DGCL or the CGCL, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by under Section 262262 of the DGCL or the CGCL, then then, as of the right later of the Effective Time and the occurrence of such holder to be paid the fair value of event, such holder’s Dissenting Shares under Section 262 shares of Fortis Capital Stock shall cease automatically be converted into and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, represent only the right to receive the Merger Consideration upon compliance with the procedure outlined consideration for Fortis Capital Stock set forth in Section 2.02. 2.8, without interest, following surrender of the Certificate representing such shares (bif any) The Company in the manner provided in Section 2.11 or, in the case of a lost, stolen, mutilated, defaced or destroyed Certificate, upon delivery of the documents, if required, described in Section 2.11(b). Fortis shall give FibroGen prompt written notice to Parent of any written demands for appraisal, withdrawals of demands for appraisal of any shares of Company Common Stock and any withdrawals of such demandsother related instruments served pursuant to the DGCL or the CGCL and received by Fortis, and Parent FibroGen shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company Fortis shall not, except with the prior written consent of ParentFibroGen which shall be not unreasonably withheld, delayed or conditioned, voluntarily make any payment with respect to, to any demand for appraisal or settle, settle or offer or agree to settle, settle any such demand for paymentdemand. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to made a demand and properly demands for appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL and, if applicable, shares of Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the CCC (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262”262 of the DGCL or, if applicable, Chapter 13 of the CCC with respect to such shares), shall will not be converted into or be exchangeable for a represent the right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares any consideration in accordance with Section 262. At 1.6(c), but will be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL or, if applicable, the CCC (and at the Effective Time, all such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each such holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive rights set forth in Section 262 of the fair value DGCL or, if applicable, Chapter 13 of the CCC); provided, however, that if a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws or loses such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal, then, as of the later of the Effective Time or the date on which such Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any Stockholder withdraws such holder shall fail to perfect demand or otherwise shall waivebecomes ineligible for such payment and appraisal, 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 will cease and such to be Dissenting Shares shall and will be deemed to have been converted at the Effective Time into, and shall have become, into the right to receive the Merger Consideration a payment determined in accordance with Section 1.6(c) upon compliance surrender of a Stock Certificate (as hereinafter defined) in accordance with the procedure outlined in Section 2.021.9 below. (b) The Company shall give Parent (i) prompt written notice of (A) any written demand received by the Company prior to Parent the Effective Time to require the Company to purchase shares of Capital Stock pursuant to Section 262 of the DGCL or, if applicable, Chapter 13 of the CCC; (B) any withdrawal or attempted withdrawal of any demands for appraisal of such demand; and (C) any shares of other demand, notice or instrument delivered to the Company Common Stock prior to the Effective Time pursuant to the DGCL or, if applicable, the CCC; and any withdrawals of such demands, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Without limiting the generality of the foregoing, prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment or agree to make any payment with respect to, or settle, to any demands for appraisal or offer to settle or agree to settle, settle any such demand for paymentdemands.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, including Section 2.01to the extent required by the DGCL, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired in accordance with Section 2.01) and that are held by a any holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, and who is entitled to demand and properly demands appraisal of such shares of Company Common Stock Shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262Dissenting Shares”), ) shall not be converted into or be exchangeable for a the right to receive the Merger Consideration as specified in Section 2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”)Consideration, but instead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At instead, at the Effective Time, all such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each such 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. Notwithstanding 262 of the foregoingDGCL, if any unless and until such holder shall fail have failed to perfect perfect, or otherwise shall waivehave effectively withdrawn or lost, withdraw or lose the such holder’s right to appraisal under Section 262, or a court 262 of competent jurisdiction shall determine that the DGCL. If any such holder is not entitled fails to the relief provided by Section 262perfect or withdraws or loses any such right to appraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to be paid receive, as of the fair value later of such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration upon compliance in accordance with Section 3.1(a), and Parent shall promptly deposit (or cause to be deposited) in the procedure outlined Payment Fund additional cash in Section 2.02. (b) an amount sufficient to pay the Merger Consideration in respect of such Shares that are no longer Dissenting Shares. The Company shall give serve prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock and any withdrawals of such demandsShares, and Parent shall have the right to participate in and direct 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 Company 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. The Company shall not, except with without the prior written consent of ParentParent (which shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle, or offer or agree to settle, any such demand for paymentdemands.