Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares outstanding immediately prior to the Effective Time and held by shareholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders shall be entitled to receive payment of the appraised value of such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP shall give Buyer prompt notice of any demands for appraisal received by it, withdrawals of such demands, and any other instruments served pursuant to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Law. Neither DOCP nor Buyer shall, except with the prior written consent of the other, make any payment with respect to any demands for appraisal, or offer to settle, or settle, any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares shares of Company Common Stock that are issued and outstanding immediately prior to the First Effective Time and that are held by shareholders a stockholder who shall have not voted is entitled to demand, and properly demands, appraisal of such shares pursuant to, and who complies in favor all respects with, the provisions of Section 262 of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for DGCL (such DOCP Shares in accordance with Sections 910 and 623 stockholders, the “Dissenting Stockholders” and, such shares of Company Common Stock, the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "“Dissenting Shares") ”), shall not be converted into or represent be exchangeable for the right to receive cash pursuant to Section 2.1. Such shareholders the Merger Consideration, but instead such holder shall be entitled to receive payment of the appraised fair value of such DOCP Dissenting Shares held by them in accordance with the provisions of Section 262 of the New York LawDGCL (and, at the First Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except that all the right to receive the fair value of such Dissenting Shares held by shareholders who in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or who effectively shall have withdrawneffectively waived, forfeited withdrawn or lost their rights to appraisal of such DOCP Shares under the New York Law DGCL. If any Dissenting Stockholders shall have failed to perfect or shall have effectively waived, withdrawn or lost such rights, the Dissenting Shares held by such Dissenting Stockholder shall thereupon be deemed to have been converted into and to have become exchangeableinto, as of the First Effective Time, for and shall thereafter represent only the right to receive, without any interest thereon, the applicable consideration Merger Consideration as provided in Section 2.12.03(a) (and cash in lieu of any fractional Parent ADSs and any dividends and distributions with respect thereto as contemplated by Section 2.05(f) and Section 2.09), upon surrenderwithout interest, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced and immediately following such DOCP Shares. (b) DOCP cancellation shall be automatically cancelled and cease to exist. The Company shall give Buyer Parent prompt notice of any written demands for appraisal received by itof any shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to the New York Law DGCL and received by DOCP the Company relating to stockholders’ rights of appraisal in accordance with the provisions of Section 262 of the DGCL, and relating thereto. DOCP and Buyer shall jointly direct Parent the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the New York Lawall such demands. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent, make any payment with respect to any demands for appraisalto, settle or offer or agree to settle, or settle, settle any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent (or to Bidco if Parent so directs) on demand.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares that are outstanding immediately prior to the Effective Time and which are held by shareholders stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and properly shall have demanded properly in writing payment appraisal for such DOCP Shares shares in accordance with Sections 910 and 623 of the New York Delaware Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, the "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to Section 2.1the Merger Consideration. Such shareholders stockholders instead shall be entitled to receive payment of the appraised value of such DOCP Shares held by them in accordance with the provisions of the New York Delaware Law, except that all Dissenting Shares held by shareholders stockholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited withdrawn or otherwise lost their rights to appraisal of such DOCP Shares under the New York Delaware Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the applicable consideration provided in Section 2.1, Merger Consideration upon surrender, surrender in the manner provided in Section 2.22.08, of the Certificate or Certificates that formerly (or, if such Shares are uncertificated, such other form of evidence of record ownership as is required by the Paying Agent) that, immediately prior to the Effective Time, evidenced such DOCP Shares. (b) DOCP . The Company shall give Buyer Parent (i) prompt notice of any written demands for appraisal received by itof any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to the New York Delaware Law and received by DOCP the Company relating to stockholders' rights of appraisal, and relating thereto. DOCP and Buyer shall jointly (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the New York Delaware Law. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle, or settle, any such demandsdemand for payment.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares shares (the “Dissenting Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by shareholders any holder who shall have not voted in favor is entitled to demand and properly demands appraisal of the Merger or consented thereto in writing such shares pursuant to, and who shall be entitled to and shall have demanded properly complies in writing payment for such DOCP Shares in accordance with Sections 910 and 623 all respects with, the provisions of the New York Section 262 of Delaware Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "Dissenting Shares"“Section 262”) shall not be converted into or represent the right to receive cash pursuant to the Merger Consideration as provided in Section 2.1. Such shareholders 2.02(a), but instead such holder shall be entitled to receive payment of the appraised fair value of such DOCP Shares held by them shares in accordance with the provisions of Section 262. At the New York LawEffective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented Dissenting Shares shall cease to have any rights with respect thereto, except that all Dissenting Shares held by shareholders who the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall have failed fail to perfect or who effectively otherwise shall have withdrawnwaive, forfeited withdraw or lost their rights 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 DOCP holder to be paid the fair value of such holder’s Dissenting Shares under the New York Law Section 262 shall thereupon cease and such Dissenting Shares shall be deemed to have been converted into and to have become exchangeable, as of at the Effective TimeTime into, for and shall have become, the right to receive, without any interest thereon, receive the applicable consideration Merger Consideration as provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP 2.02(a). The Company shall give Buyer serve prompt notice to Parent of any demands for appraisal received by itof any shares of Company Common Stock, withdrawals of any such demands, demands and any other instruments served pursuant to the New York Delaware Law received by DOCP the Company, and relating thereto. DOCP Parent shall have the right to participate in and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Lawsuch demands. Neither DOCP nor Buyer shallThe Company shall not, except with without the prior written consent of the otherParent, make any payment with respect to any demands for appraisalto, or settle or offer to settle, or settle, any such demands, or agree to do or commit to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares shares of Company Common Stock that are outstanding immediately prior to the First Effective Time and that are held by shareholders any Person who shall have has not voted in favor of, or consented to, the Mergers and properly demands appraisal of such shares of Company Common Stock pursuant to Section 262 of the Merger or consented thereto in writing DGCL and who shall be entitled to and shall have demanded properly otherwise complies in writing payment for such DOCP Shares in accordance all respects with Sections 910 and 623 Section 262 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights DGCL (collectively, "“Dissenting Shares"”) shall not be converted into or represent Merger Consideration as provided in Section 3.1(b), but rather the holders of Dissenting Shares shall be entitled to only those rights as are granted by Section 262 of the DGCL (it being understood and acknowledged that at the First Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive cash pursuant to the “fair value” of such Dissenting Shares as determined in accordance with Section 2.1. Such shareholders shall be entitled to receive payment 262 of the appraised DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL, then the right of such holder to be paid the fair value of such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all holder’s Dissenting Shares held by shareholders who shall have failed to perfect or who effectively cease and such Dissenting Shares shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the First Effective TimeTime into, and shall have become exchangeable solely for the right to receive, without any interest thereon, the applicable consideration Merger Consideration as provided in Section 2.1, 3.1(b) (without interest and less any amounts entitled to be deducted or withheld pursuant to Section 3.2(f)) upon surrender, in the manner provided in Section 2.2, surrender of the Certificate Certificates or Certificates that formerly evidenced Book-Entry Shares previously representing such DOCP Dissenting Shares. (b) DOCP . The Company shall give Buyer prompt notice to Parent of any demands received by the Company for appraisal received by it, withdrawals of such demandsany shares of Company Common Stock, and any other instruments served pursuant Parent shall have the right to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct participate in all negotiations and proceedings with respect to such demands for appraisal under (it being understood that, subject to good faith consultation with Parent, the New York LawCompany has the right to direct and control any such negotiations and proceedings). Neither DOCP nor Buyer shallPrior to the First Effective Time, except with the Company shall not, without the prior written consent of the otherParent, (i) make any payment with respect to any demands for appraisalto, or settle or offer to settle, or settle, any such demands, (ii) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL, or (iii) agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares shares of Company Stock issued and outstanding immediately prior to the First Effective Time and held by shareholders a holder who shall have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who shall be is entitled to demand and shall have demanded has properly in writing payment for exercised appraisal rights of such DOCP Shares shares in accordance with Sections 910 with, and 623 has complied in all respects with, Section 262 of the New York Law and who shall not have withdrawn DGCL (such demand shares of Company Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to validly perfect or otherwise have forfeited waives, withdraws, or loses such holder’s appraisal rights (collectively, "Dissenting Shares"under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Closing Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL and shall not be entitled to exercise any voting rights or represent other rights of a stockholder of the Surviving Corporation; provided, however, that if, after the First Effective Time, such holder fails to validly perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL such shares of Company Stock shall be treated as if they had been converted as of the First Effective Time into the right to receive cash pursuant to Section 2.1. Such shareholders shall be entitled to receive payment of the appraised value of such DOCP Shares held by them Closing Merger Consideration in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, Section 3.02 without any interest thereon, upon delivery of a duly completed and validly executed Letter of Transmittal and the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, surrender of the Certificate Certificates in accordance with Section 3.03(c) or Certificates that formerly evidenced such DOCP Shares. (b) DOCP delivery of a lost certificate affidavit. The Company shall give Buyer provide Acquiror prompt notice of any written demands received by the Company for appraisal received by itof shares of Company Stock, withdrawals any waiver or withdrawal of any such demandsdemand, and any other instruments served pursuant demand, notice, or instrument delivered to the New York Law received by DOCP and relating theretoCompany prior to the First Effective Time that relates to such demand. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Law. Neither DOCP nor Buyer shall, except Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the other, Company shall not make any payment with respect to any demands for appraisalto, or settle, or offer to settle, or settle, any such demands.

Dissenting Shares. (aNotwithstanding Section 3.1(a) Notwithstanding any other provision of this Agreement hereof, to the contraryextent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, DOCP Shares issued and outstanding immediately prior to the Effective Time and held by shareholders a holder who shall have not voted in favor has properly exercised and perfected such holder’s demand for appraisal rights under Section 262 of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 of DGCL (the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "“Dissenting Shares") ”), shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive payment such consideration as shall be determined pursuant to Section 262 of the appraised value of DGCL; provided, however, that if any such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who holder shall have failed to perfect or who effectively shall have withdrawn, forfeited effectively withdrawn or lost their rights such holder’s right to appraisal of such DOCP Shares and payment under the New York Law DGCL, such holder’s Shares shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receivereceive the Merger Consideration, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced and such DOCP Shares shall not be deemed to be Dissenting Shares. (b) DOCP . The Company shall give Buyer prompt promptly provide Parent with notice of any demands for appraisal received by it, withdrawals of such demandsany Shares, and any other instruments served pursuant Parent shall have the right to the New York Law received by DOCP participate in and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the New York Law. Neither DOCP nor Buyer shallEffective Time, except with the Company shall not, without the prior written consent of the otherParent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle, or settle, any such demands, or agree to do any of the foregoing. Any payments required to be made with respect to the Dissenting Shares shall be made by Parent and the aggregate Merger Consideration shall be reduced, on a dollar-for-dollar basis, as if the holder of such Dissenting Shares had not been a stockholder of the Company immediately prior to the Effective Time.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares shares of Company Series B Common Stock that are outstanding immediately prior to the Effective Time and that are held by shareholders any Person who shall have not voted is entitled to demand and properly demands appraisal of such shares in favor accordance with, and who complies in all respects with, Section 262 of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights DGCL (collectively, "“Dissenting Shares"”) shall not be converted at the Effective Time into or represent the right to receive cash the Series B Consideration pursuant to Section 2.1. Such shareholders 2.6(a)(ii)(2), but instead, and in lieu thereof, each holder of a Dissenting Share shall only be entitled to receive payment of the appraised fair value of such DOCP Shares held by them Dissenting Share in accordance with and to the provisions extent provided in Section 262 of the New York LawDGCL, except that all Dissenting Shares held by shareholders who shall have failed unless and until any such holder fails to perfect perfect, waives or who effectively shall have withdrawn, forfeited withdraws or lost otherwise loses their rights to appraisal and payment thereunder; provided, that if any such holder shall fail to perfect or otherwise shall waive, effectively withdraw or lose the right to appraisal under Section 262 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 262 of the DGCL, then the right of such DOCP holder to be paid the fair value of such Dissenting Shares under the New York Law shall cease and such Dissenting Shares shall thereupon be deemed to have been cancelled and converted into as of the Effective Time into, and to have become exchangeableexchangeable solely for, as of the Effective Time, for the right to receive, receive the Series B Consideration without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP shall give Buyer prompt notice of any demands for appraisal received by it, withdrawals surrender of such demandsDissenting Share pursuant to Section 2.7 hereof, and any other instruments served pursuant shall not thereafter be deemed to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Law. Neither DOCP nor Buyer shall, except with the prior written consent of the other, make any payment with respect to any demands for appraisal, or offer to settle, or settle, any such demandsbe a Dissenting Share.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Common Shares that are outstanding immediately prior to the Effective Time and that are held by shareholders any holder who shall have not voted in favor of the Merger or consented thereto in writing is entitled to demand and who shall be entitled to and shall have demanded demands properly in writing payment appraisal for such DOCP Common Shares in accordance with Sections 910 with, and 623 who complies in all respects with, Section 262 of the New York Law and who shall not have withdrawn DGCL (any such demand Common Shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise have forfeited loses such holder’s appraisal rights (collectivelyunder the DGCL with respect to such Common Shares), "Dissenting Shares") shall not be converted into into, or represent the right to receive cash pursuant to receive, the consideration payable in respect of such Common Shares in accordance with Section 2.1. Such shareholders 1.09, but such holder of Dissenting Shares shall instead be entitled only to receive payment of the appraised value of such DOCP Common Shares held by them in accordance with the provisions of Section 262 of the New York LawDGCL. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except that the right to receive the appraised value of such Common Shares in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, all Dissenting Shares held by shareholders any such holder who shall have failed to perfect or who effectively shall have withdrawn, forfeited withdrawn or otherwise lost their its rights to appraisal of such DOCP Dissenting Shares under Section 262 of the New York Law DGCL or a court of competent jurisdiction shall have determined that such holder is not entitled to the relief provided by Section 262 of the DGCL shall thereupon be deemed to have been automatically converted into into, and to have become exchangeableexchangeable for, as of the Effective Time, for and shall represent only the right to receivereceive the consideration payable in respect of such Common Shares in accordance with Section 1.09, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, surrender in the manner provided in Section 2.2, 1.16 and the right of such holder to payment of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP shall give Buyer prompt notice of any demands for appraisal received by it, withdrawals appraised value of such demands, and any other instruments served pursuant to the New York Law received by DOCP and relating thereto. DOCP and Buyer Dissenting Shares shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Law. Neither DOCP nor Buyer shall, except with the prior written consent of the other, make any payment with respect to any demands for appraisal, or offer to settle, or settle, any such demandscease.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares issued and outstanding immediately prior to the Effective Time (other than XXX Owned Shares and Cancelled Shares) and held by shareholders a holder who shall have did not voted vote in favor of the Merger adoption of this Agreement or consented consent thereto in writing and who shall be entitled has complied with all the provisions of the OGCL concerning the right of holders of Shares to and shall have demanded properly in writing require payment for of the fair cash value of such DOCP Shares in accordance with Sections 910 1701.84 and 623 1701.85 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights OGCL (collectively, "the “Dissenting Shares"”) shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders the Merger Consideration, but instead, at the Effective Time, shall be entitled converted into the right to receive payment of the appraised value of such DOCP Shares held by them amounts that are payable in accordance with the provisions procedures set forth in Section 1701.85 of the New York LawOGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall be automatically cancelled and retired and cease to exist, and each holder shall cease to have any rights with respect thereto, except that all the right to receive the value of such Dissenting Shares held to the extent afforded by shareholders who shall have failed Section 1701.85 of the OGCL). (b) If a holder of Dissenting Shares withdraws its demand for fair cash value or fails to perfect or who effectively shall have withdrawnotherwise waives or loses its rights as a dissenting shareholder, forfeited or lost their rights in any case pursuant to appraisal the OGCL, then the right of such DOCP holder to be paid the fair value of such holder’s Dissenting Shares under the New York Law shall thereupon cease and such Dissenting Shares shall be deemed to have been converted into as of the Effective Time into, and to have become exchangeable, as of the Effective Time, exchangeable solely for the right to receive, without any interest thereonor duplication, the applicable consideration provided Merger Consideration in Section 2.1, upon surrender, in accordance with the manner provided in Section 2.2, terms of the Certificate or Certificates that formerly evidenced such DOCP Sharesthis Agreement. (bc) DOCP STFC shall give Buyer prompt LMHC (i) as promptly as reasonably practicable written notice of any demands written demand (or written threats thereof) for appraisal received by itor payment of the fair value of any Shares (including copies of any written demands), written withdrawals or written attempted withdrawals of such demandsdemands (purported or otherwise), and any other written instruments served pursuant to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings OGCL with respect to demands for appraisal under or payment of the New York Law. Neither DOCP nor Buyer shallfair value of any Shares received by STFC and (ii) the right to participate in and direct all negotiations and Actions with respect to such demands or threats. (d) STFC shall not, except with the prior written consent of the otherLMHC, make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle, settle or settlecompromise, any such demandsdemand or threat, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares outstanding any shares of Company Common Stock which are held immediately prior to the Effective Time and held by shareholders a holder who shall have did not voted vote in favor of the Merger Integrated Mergers (or consented consent thereto in writing writing) and who shall be is entitled to demand and shall have demanded properly demands appraisal of such shares (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 Applicable Law with respect thereto) pursuant to, and who complies in writing payment for such DOCP Shares in accordance with Sections 910 and 623 all respects with, the provisions of Chapter 13 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectivelyCGCL, "Dissenting Shares") shall not be converted into or represent be exchangeable for the right to receive cash pursuant to Section 2.1. Such shareholders the applicable Merger Consideration in accordance herewith, but instead such holder shall be entitled only to receive payment such rights as are accorded under Chapter 13 of the appraised value CGCL. At the Effective Time, Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of such DOCP Dissenting Shares held by them shall cease to have any rights with respect thereto, except the rights set forth in accordance with the provisions Chapter 13 of the New York LawCGCL, except that all Dissenting Shares held by shareholders who unless and until such holder shall have failed to perfect or who effectively shall have withdrawn, forfeited effectively withdrawn or lost their rights its right to appraisal of such DOCP Shares under the New York CGCL. (b) If any Dissenting Shares shall lose their status as such (through failure to perfect appraisal rights under Applicable Law or otherwise), then such shares shall thereupon be deemed to have been converted into and the right to have become exchangeablereceive, as of the Effective Time, for the right to receiveapplicable Merger Consideration in accordance herewith, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP and shall not thereafter be Dissenting Shares. (bc) DOCP The Company shall give Buyer Parent (A) prompt written notice of any demands for appraisal notice received by itthe Company from a holder of Company Common Stock of intent to demand appraisal of the fair value of any shares of Company Common Stock, any withdrawals or attempted withdrawals of such demands, notices or demands and any other instruments instruments, notices or demands served pursuant to the New York Law received by DOCP CGCL or other Applicable Law; and relating thereto. DOCP (B) the opportunity to control and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under any such demands, notices or instruments. Prior to the New York Law. Neither DOCP nor Buyer shallEffective Time, the Company shall not, except with the prior written consent of the otherParent, make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle, settle or settlecompromise, any such demandsdemand, waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Applicable Law, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares if 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 pursuant to Section 3.1(c)) and that are held by shareholders holders of such shares who shall have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares exercised appraisal rights with respect thereto in accordance with Sections 910 and 623 of the New York Law with, and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights complied with, Section 262 of DGCL (collectively, "the “Dissenting Shares"”) shall will not be converted convertible into or represent the right to receive cash pursuant to Section 2.1. Such shareholders shall the Merger Consideration, and holders of such Dissenting Shares will be entitled to receive payment of the appraised fair value of such DOCP Dissenting Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed such Section 262 unless and until any such holder fails to perfect or who effectively shall have withdrawn, forfeited withdraws or lost their loses its rights to appraisal of and payment under DGCL. If, after the Effective Time, any such DOCP holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares under the New York Law shall will thereupon be deemed to have treated as if they had been converted into and to have become exchangeableexchangeable for, as of at the Effective Time, for the right to receivereceive the Merger Consideration, without any interest thereon, and the applicable consideration Surviving Corporation shall remain liable for payment of the Merger Consideration for such shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 2.1, upon surrender, 262 of DGCL and as provided in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. previous sentence. The Company will give Parent (bi) DOCP shall give Buyer prompt notice of any demands for appraisal received by itthe Company for appraisals, withdrawals or attempted withdrawals of such demands, demands and any other instruments served pursuant to the New York Law Section 262 of DGCL and received by DOCP the Company in respect of Dissenting Shares, and relating thereto. DOCP (ii) the opportunity to participate in and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Lawsuch notices and demands. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent, make any payment with respect to any demands for appraisal, or offer to settle, appraisal or settle, compromise, offer to settle or compromise, or otherwise negotiate any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time and held by shareholders a Stockholder who shall have has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such shares of Company Capital Stock (“Dissenting Shares”) shall not be entitled to and shall have demanded properly in writing payment vote for such DOCP Shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn such demand any purpose or otherwise have forfeited appraisal rights (collectivelyreceive dividends, "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to Parent Securities in accordance with Section 2.1. Such shareholders 3.1 hereof, and shall only be entitled to receive payment of such consideration as shall be determined pursuant to the appraised NRS; 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 DOCP Shares held by them in accordance with the provisions Stockholder’s shares of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares Company Capital Stock under the New York Law NRS, such shares of Company Capital Stock shall thereupon be deemed to have been treated as if they had converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receive, without any interest thereon, the applicable consideration provided receive Parent Securities in accordance with Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP shall give Buyer prompt notice of any demands for appraisal received by it, withdrawals of such demands3.1 hereof, and any other instruments served pursuant to the New York Law received by DOCP and relating theretosuch shares of Company Capital Stock shall no longer be Dissenting Shares. DOCP and Buyer shall jointly direct all All negotiations and proceedings with respect to demands payment for appraisal under Dissenting Shares shall be handled jointly by Parent and the New York LawCompany prior to the Closing and exclusively by Parent thereafter. Neither DOCP nor Buyer shall, except with In the prior written consent event that one percent (1%) or more of the otheroutstanding shares of the Company are Dissenting Shares, make the Parent has the sole discretion 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 to and all obligations hereunder; provided, however, that nothing herein shall relieve any demands party hereto from liability for appraisalthe breach of any of its representations, warranties, covenants or offer to settle, or settle, any such demandsagreements set forth in this Agreement.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to ----------------- the contrary, DOCP Shares shares of Company Common Stock that are issued and outstanding immediately prior to before the Effective Time and that are held by shareholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares exercised appraisal rights with respect thereto in accordance with Sections 910 and 623 Section 262 of the New York Law DGCL (insofar as such Section is applicable to the Merger and who shall not have withdrawn such demand or otherwise have forfeited provides for appraisal rights (collectivelywith respect to it), "Dissenting Shares") shall not be converted into or represent the right to receive cash the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 2.1. Such shareholders shall be entitled to receive payment 262 of the appraised value of DGCL; provided, however, that if such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed holder fails to perfect or who effectively shall have withdrawn, forfeited or lost their rights -------- ------- withdraws such holder's right to appraisal and payment under the DGCL, each of such DOCP Shares under the New York Law shares shall thereupon there upon be deemed to have been converted into and to have become exchangeableconverted, as of at the Effective Time, for into the right to receivereceive the Merger Consideration, without any interest thereon, upon surrender of the applicable consideration provided in Section 2.1, upon surrender, Certificate or Certificates in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. 2.8 hereof. The Company will give Parent (ba) DOCP shall give Buyer prompt notice of any demands (or withdrawals of demands) for appraisal received by it, withdrawals the Company pursuant to the applicable provisions of such demands, the DGCL and any other instruments served pursuant to the New York Law DGCL and received by DOCP the Company and relating thereto. DOCP and Buyer shall jointly (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the New York LawDGCL. Neither DOCP nor Buyer shallThe Company will not, except with the prior written consent of the otherParent, make any payment with respect to any such demands for appraisal, appraisal or offer to settle, or settle, any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares shares of Common Stock that are outstanding immediately prior to the Effective Time and which are held by shareholders Company Stockholders who shall not have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment appraisal for such DOCP Shares shares in accordance with Sections 910 and 623 Section 262 of the New York Law DGCL and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, the "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to Section 2.1the Merger Consideration. Such shareholders Company Stockholders shall be entitled to receive payment of the appraised value of such DOCP Shares shares of Common Stock held by them in accordance with the provisions of the New York Lawsuch Section 262, except that all Dissenting Shares held by shareholders Company Stockholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited withdrawn or lost their rights to appraisal of such DOCP Shares shares of Common Stock under the New York Law such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereoninterest, the applicable consideration provided in Section 2.1, Merger Consideration upon surrender, in the manner provided in Section 2.22.3(a), of the Certificate certificate or Certificates that formerly evidenced certificates which immediately prior to the Effective Time represented such DOCP Sharesshares of Common Stock and the delivery of the other documents required to be delivered pursuant to such Section 2.3. (b) DOCP The Company shall give the Buyer (i) prompt notice of any demands for appraisal received by itthe Company, withdrawals of such demands, and any other instruments served pursuant to the New York Law DGCL and received by DOCP the Company and relating thereto. DOCP and Buyer shall jointly (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the New York LawDGCL. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherBuyer, make any payment with respect to any demands for appraisal, or offer to settle, or settle, any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares any shares of Prime Holdings Common Stock or Prime Holdings Preferred Stock that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders stockholders of Prime Holdings who shall have not voted in favor of the Merger or consented thereto in writing to the adoption and approval of this Agreement (collectively, the “Dissenting Shares”) and who shall be entitled to and shall have demanded demand properly in writing payment appraisal for such DOCP Shares shares in accordance with Sections 910 and 623 Section 262 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights DGCL (collectively, "Dissenting Shares"the “Appraisal Rights Provisions”) shall will not be converted into or represent as described in Section 2.2, but will thereafter constitute only the right to receive cash pursuant to Section 2.1. Such shareholders shall be entitled to receive payment of the appraised fair value of such DOCP Shares held by them shares of Prime Holdings Common Stock or Prime Holdings Preferred Stock in accordance with the provisions of the New York LawAppraisal Rights Provisions; provided, except however, that all Dissenting Shares shares of Prime Holdings Common Stock or Prime Holdings Preferred Stock held by shareholders such stockholders who shall have failed fail to perfect or who effectively shall have withdrawn, forfeited withdraw or lost lose their rights to appraisal of such DOCP Shares shares of Prime Holdings Common Stock or Prime Holdings Preferred Stock under the New York Law Appraisal Rights Provisions shall thereupon be deemed to have been converted into canceled and retired and to have become exchangeablebeen converted, as of the Effective Time, for the right to receive, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, into New Common Stock in the manner provided in Section 2.2, of . Persons who perfect statutory rights with respect to Dissenting Shares as aforesaid will not receive New Common Stock as provided in this Agreement and will have only such rights as are provided by the Certificate or Certificates that formerly evidenced Appraisal Rights Provisions with respect to such DOCP Dissenting Shares. (b) DOCP . Prime Holdings shall give Buyer Holdings prompt notice of any demands for appraisal received by itPrime Holdings for the exercise of appraisal rights with respect to shares of Prime Holdings Common Stock or Prime Holdings Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to the New York Law DGCL and received by DOCP Prime Holdings, and relating thereto. DOCP and Buyer Holdings shall jointly direct have the right to participate in all negotiations and proceedings with respect to demands for appraisal under the New York Lawsuch demands. Neither DOCP nor Buyer shallPrime Holdings shall not, except with the prior written consent of the otherHoldings (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisalto, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. (a) Notwithstanding any other provision If, in connection with the First Merger, holders of this Agreement to the contrary, DOCP Shares outstanding immediately prior to the Effective Time and held by shareholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall be Company Capital Stock are entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectivelypursuant to Delaware Law, "any Dissenting Shares") Shares shall not be converted into or represent a right to receive shares of Acquiror Common Stock and cash as provided in Section 2.4(b), but shall be converted into the right to receive cash such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Section 2.1Delaware Law. Such shareholders shall be Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law, becomes entitled to receive payment of the appraised fair value of such DOCP Shares held by them shares shall receive payment therefor in accordance with Delaware Law (but only after the value therefor shall have been agreed upon or finally determined pursuant to Delaware Law). In the 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 otherwise lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receive the consideration issuable pursuant to Article 2 in respect of such shares as if such shares had never been Dissenting Shares, and Acquiror shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 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 2.4(b)(vii) (regarding the New York Lawdelivery of cash in lieu of any fractional shares), except that all Dissenting Shares held Section 2.4(e) (regarding the continuation of vesting and repurchase rights) and Section 2.7 (regarding the withholding of Escrow Cash). The Company shall give Acquiror prompt notice (and in no event more than two business days) of any demand received by shareholders who the Company for appraisal of Company Capital Stock or notice of exercise of a Company Stockholder’s appraisal rights, and Acquiror shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP shall give Buyer prompt notice of any demands for appraisal received by it, withdrawals of such demands, and any other instruments served pursuant to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct control all negotiations and proceedings with respect to demands for appraisal under the New York Lawany such demand. Neither DOCP nor Buyer shallAcquiror agrees that, except with the Representative’s prior written consent of the other(which shall not be unreasonably withheld), Acquiror shall not voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle, or settle, any such demandsdemand for appraisal.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares outstanding immediately prior to the Effective Time and held by shareholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "any Dissenting Shares") Share shall not be converted into or represent the right to receive the amount of cash as provided in ‎Section 2.2(b) or any other amounts contemplated by this Agreement, if any, but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Share pursuant to Section 2.1the DGCL. Such shareholders shall be Each holder of Dissenting Shares who, pursuant to the DGCL, becomes entitled to payment thereunder for such shares shall receive payment of the appraised value of such DOCP Shares held by them therefor in accordance with the provisions of DGCL (but only after the New York Law, except that all Dissenting Shares held by shareholders who value therefor shall have failed been agreed upon or finally determined pursuant to perfect or who effectively shall have withdrawnthe DGCL). If, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of after the Effective Time, for any Dissenting Share shall lose its status as a Dissenting Share, then any such share shall immediately be converted into the right to receivereceive the amount of cash as provided in ‎Section 2.2(b) and any other amounts contemplated by this Agreement, without any interest thereonif any, as if such share never had been a Dissenting Share, and Buyer shall deliver, or cause to be delivered in accordance with the terms of this Agreement, to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time specified in ‎Section 2.6 following the satisfaction of the applicable conditions set forth in ‎Section 2.6, the applicable consideration amount of cash as provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced ‎Section 2.2(b) as if such DOCP Shares. (b) DOCP share had never been a Dissenting Share. The Company shall give Buyer (a) prompt written notice of any demands for appraisal received by itthe Company, withdrawals of such demands, and any other instruments served pursuant to the New York Law DGCL and received by DOCP the Company and relating thereto. DOCP and Buyer shall jointly (b) the right to direct all negotiations and proceedings with respect to demands for appraisal under the New York LawDGCL. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherBuyer, voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle, any claim or settle, demand with respect to any such demandsDissenting Share. The Company and the Stockholders’ Representative shall (or shall cause their Affiliates to) enforce any contractual waivers that the Equity Holders have granted regarding appraisal rights that would apply to the Merger.

Dissenting Shares. (a) Notwithstanding any other provision the foregoing provisions of this Agreement Article II, if any Dissenting Shareholder shall demand to be paid the “fair market value” of its Dissenting Shares, as provided in Chapter 13 of the CGCL, such Dissenting Shares shall not be converted into or exchangeable for a right to receive the Per Share Amount and the holders thereof shall be entitled only to payment of the fair market value of such Dissenting Shares, in accordance with Chapter 13 of the CGCL, unless and until such Dissenting Shareholder withdraws (in accordance with Chapter 13 of the CGCL) or effectively loses the right to dissent. At the Effective Time, the Dissenting Shares shall no longer be outstanding, and each holder of a Company Stock Certificate that immediately prior to the contraryEffective Time represented Dissenting Shares shall cease to have any rights with respect thereto, DOCP except the right to receive the fair market value of such shares in accordance with the provisions of Chapter 13 of the CGCL. Each holder of Dissenting Shares outstanding who becomes entitled to payment of the fair market value for such shares pursuant to Chapter 13 of the CGCL shall receive payment therefor from the Surviving Corporation in accordance with the CGCL; provided, however, that if any such holder of Dissenting Shares fails to perfect or otherwise effectively withdraws or loses such holder’s right to receive payment of the fair market value of such Dissenting Shares, each share held by such holder shall not constitute a Dissenting Share and shall be treated as if it had been a share of Company Common Stock immediately prior to the Effective Time and held by shareholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders shall be entitled to receive payment of the appraised value of such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeableconverted, as of the Effective Time, for into and shall represent only the right to receivereceive (upon the surrender of the certificate representing such share) the Per Share Amount in accordance with Section 2.06, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP The Company shall give Buyer Parent prompt notice and a copy of any demands notice of a Dissenting Shareholder’s demand for appraisal received by itpayment pursuant to Chapter 13 of the CGCL, withdrawals of such demands, any request to withdraw a demand for payment and of any other instruments served instrument delivered to it pursuant to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Law. Neither DOCP nor Buyer shall, except with the prior written consent Section 13 of the other, CGCL. The Company and Parent agree that the price determined by the Company to represent the “fair market value” of a Dissenting Share for purposes of the notice required by Section 1301(a) of the CGCL and the related offer to purchase Dissenting Shares is $2.40 per Dissenting Share. The Company shall not make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal, such demand unless Parent shall have consented in writing prior to such payment or offer to settle, or settle, any such demandssettlement offer.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders stockholders of the Company who shall have filed with the Company, before the taking of the vote of the stockholders of the Company to approve this Agreement, written objections to such approval stating their intention to demand payment for such shares of Company Common Stock if this Agreement is approved, and who have not voted such shares of Company Common Stock in favor of the Merger or consented thereto approval of this Agreement will not be converted as described in writing and who shall be entitled Section 2.01 hereof, but will thereafter constitute only the right to and shall have demanded properly in writing receive payment for such DOCP Shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn fair value of such demand or otherwise have forfeited appraisal rights shares of Company Common Stock (collectively, "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders shall be entitled to receive payment of the appraised value of such DOCP Shares held by them in accordance with the applicable provisions of the New York LawMBCL (the "Appraisal Rights Provisions"); provided, except however, that all Dissenting Shares shares of Company Common Stock held by shareholders stockholders who shall will have failed to perfect or who effectively shall will have withdrawn, forfeited withdrawn or lost their rights to appraisal of such DOCP Shares Company Common Stock under the New York Law shall Appraisal Rights Provisions will thereupon be deemed to have been converted into cancelled and retired and to have become exchangeablebeen converted, as of the Effective Time, for into the right to receive, without any interest thereon, the applicable consideration Merger Consideration pursuant to Section 2.01, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c). Persons who have perfected statutory rights with respect to Dissenting Shares as aforesaid will not be paid by the Surviving Corporation as provided in Section 2.1, upon surrender, in this Agreement and will have only such rights as are provided by the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced Appraisal Rights Provisions with respect to such DOCP Dissenting Shares. (b) DOCP The Company shall give Buyer Parent (i) prompt notice of any demands for appraisal received by itthe Company, withdrawals of such demands, and any other instruments served pursuant to the New York Law Appraisal Rights Provisions and received by DOCP the Company and relating thereto. DOCP and Buyer shall jointly (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the New York LawMBCL. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent, make any payment with respect to any demands for appraisal, appraisal or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares if required by the DGCL (but only to the extent required thereby) any shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders holders who shall have not voted such shares of Common Stock in favor of the Merger or consented thereto in writing adoption of this Agreement and who shall be are entitled to and shall have properly demanded properly in writing payment for such DOCP Shares dissenters rights with respect thereto in accordance with Sections 910 with, and 623 otherwise have complied in all respects with, Section 262 of the New York Law DGCL and who shall have not have effectively withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "“Dissenting Shares"”) shall not be converted into or represent the right to receive cash pursuant to the Per Share Merger Consideration as provided in Section 2.1. Such shareholders shall be entitled to receive payment of the appraised value of 2.6.3, unless and until such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who Person shall have effectively withdrawn or otherwise lost or failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights such Person’s right to appraisal of such DOCP Shares or payment under the New York Law DGCL prior to the Effective Time, at which time such shares of Common Stock shall thereupon be deemed to have treated as if they had been converted into and become exchangeable for the right to have become exchangeablereceive, as of the Effective Time, for the right to receive, without any interest thereon, the applicable consideration Per Share Merger Consideration as provided in Section 2.12.6.3, upon surrenderwithout interest and net of any Taxes required by Law to be withheld, and such shares of Common Stock shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such shares of Common Stock. Each Dissenting Share shall no longer be outstanding, shall automatically be cancelled and extinguished and shall cease to exist at the Effective Time, and each holder of Dissenting Shares shall 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 the DGCL with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn or otherwise lost or failed to perfect such Person’s right to appraisal or payment under the DGCL prior to the Effective Time. The Company shall give Parent (a) prompt (and, in the manner provided in Section 2.2any event, of the Certificate or Certificates that formerly evidenced such DOCP Shares. within twenty-four (b24) DOCP shall give Buyer prompt hours) written notice of any written demands for appraisal received by itappraisal, any withdrawals of such demands, and any other instruments served written demand, notice, withdrawal or instrument pursuant to the New York applicable Law that is received by DOCP or delivered to the Company relating to shareholders’ rights of appraisal or to such demands or withdrawals (as well as a copy of any of the foregoing) and relating thereto. DOCP and Buyer shall jointly direct (b) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the New York Lawthereto. Neither DOCP Parent nor Buyer the Company shall, except with the prior written consent of the otherother (such consent not to be unreasonably withheld, delayed or conditioned), make any payment payments with respect to any demands for appraisal, appraisal or offer to settlesettle or compromise, or settlesettle or compromise or otherwise negotiate, any such demands, or 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 do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares shares of OrthAlliance Class B Common Stock which are outstanding immediately prior to the Effective Time and held by shareholders who with respect to which appraisal rights shall have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have been properly demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 Section 262 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights DGCL (collectively, "OrthAlliance Dissenting Shares") shall not be converted into or represent the right to receive receive, or be exchangeable for, OCA Common Stock or cash pursuant to Section 2.1. Such shareholders in lieu of fractional shares but, instead, the holders thereof shall be entitled to receive payment of the appraised value of such DOCP OrthAlliance Dissenting Shares held by them in accordance with the provisions of Section 262 of the New York LawDGCL; provided, except however, that all (i) if any holder of OrthAlliance Dissenting Shares held by shareholders who shall have failed subsequently deliver a written withdrawal of his demand for appraisal of such shares, or (ii) if any holder fails to perfect establish his entitlement to appraisal rights as provided in Section 262 of the DGCL, such holder or who effectively holders (as the case may be) shall have withdrawn, forfeited or lost their rights forfeit the right to appraisal of such DOCP Shares under the New York Law shares of OrthAlliance Common Stock and each of such shares shall thereupon be deemed to have been converted into the right to receive, and to have become exchangeableexchangeable for, as of the Effective Time, for the right to receiveOCA Common Stock and/or cash in lieu of fractional shares, without any interest thereon, the applicable consideration as provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP this Article II. OrthAlliance shall give Buyer OCA prompt notice of any demands for appraisal received by itOrthAlliance, withdrawals of such demands, demands and any other instruments served pursuant to the New York Law DGCL and received by DOCP OrthAlliance, and relating thereto. DOCP and Buyer shall jointly the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the New York LawDGCL. Neither DOCP nor Buyer shallOrthAlliance shall not, except with the prior written consent of the otherOCA, make any payment with respect to any demands for appraisal, appraisal or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares outstanding immediately prior contrary (but subject to the Effective Time other provisions of this Section 3.4), any shares of Common Stock for which the holder thereof (i) is entitled to dissenter and held by shareholders who shall have not voted in favor appraisal rights under the Texas Act and (ii) has demanded payment of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for fair value of such DOCP Shares shares in accordance with Sections 910 with, and 623 has complied in all respects with, the applicable provisions of Subchapter H of Chapter 10 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights Texas Act (collectively, "the “Dissenting Shares") ”), shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders shall be entitled to receive payment of the appraised value of such DOCP Shares held by them Merger Consideration in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of Section 3.1(c). At the Effective Time, for (A) all Dissenting Shares shall be canceled and cease to exist and (B) the right holders of Dissenting Shares shall be entitled only to receive, without any interest thereon, such rights as may be granted to them under the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP SharesTexas Act. (b) DOCP Notwithstanding the provisions of Section 3.4(a), if any holder of Dissenting Shares effectively withdraws or loses the rights of a “dissenting owner” (as such term is used in Subchapter H of Chapter 10 of the Texas Act) (through failure to perfect such rights or otherwise), then that holder’s shares (i) shall be deemed no longer to 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 Merger Consideration upon 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 Section 3.2. (c) The Company shall give Buyer prompt Parent (i) notice of any written demands for appraisal received by itpayment of the fair value of any shares of Common Stock, the withdrawals of such demands, demands and any other instruments instrument served pursuant on the Company under Subchapter H of Chapter 10 of the Texas Act, (ii) the right to participate in all negotiations and proceedings with respect to such demands for payment of the New York Law received by DOCP fair value of any such shares of Common Stock, and relating thereto. DOCP and Buyer shall jointly (iii) after the Effective Time, the right to direct all negotiations and proceedings with respect thereto. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to, or settle or offer to settle, any such demands for appraisal under payment of the New York Law. Neither DOCP nor Buyer shall, except with 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 otherTop-Up Option was exercised prior to the Effective Time, make any 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 respect to any demands for appraisal, or offer to settle, or settle, any such demandsthe 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 other provision of anything in this Agreement to the contrary, DOCP Shares that are issued and outstanding immediately prior to the Effective Time and which are held by shareholders holders who shall have not voted in favor of or consented to the Merger or consented thereto in writing and who shall have properly demanded and perfected their rights to be entitled to and shall have demanded properly in writing payment for paid the fair value of such DOCP Shares in accordance with Sections 910 and 623 Section 262 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights DGCL (collectively, "the “Dissenting Shares"”) shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders the Merger Consideration, and the holders thereof shall be entitled to receive payment only such rights as are granted by Section 262 of the appraised value of DGCL; provided, however, that if any such DOCP Shares held by them in accordance with the provisions stockholder of the New York Law, except that all Dissenting Shares held by shareholders who Company shall have failed fail to perfect or who shall effectively shall have withdrawnwaive, forfeited withdraw or lost their lose such stockholder’s rights under Section 262 of the DGCL, such stockholder’s Shares in respect of which such stockholder would otherwise be entitled to appraisal receive fair value under Section 262 of such DOCP Shares under the New York Law DGCL shall thereupon be deemed to have been converted into and to have become exchangeableconverted, as of at the Effective Time, for into the right to receivereceive the Merger Consideration as provided in Section 2.1(a), less any applicable Taxes required to withheld and without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, surrender of the Certificate or Certificates that formerly evidenced representing such DOCP Shares, or transfer of the Uncertificated Share or Shares, pursuant to Section 2.2. (b) DOCP The Company shall give Buyer Parent (i) prompt written notice of any demands for appraisal notice (whether written or oral) received by itthe Company of the intent of any holder of Shares to demand the fair value of any Shares, any written demand for appraisal, any withdrawals of such demands, thereof and any other instruments served pursuant to Section 262 of the New York Law DGCL and received by DOCP the Company and relating thereto. DOCP and Buyer shall jointly (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal the exercise of dissenters’ rights under Section 262 of the New York LawDGCL. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent or as otherwise required by an Order, make any payment with respect to any demands for appraisal, such exercise of dissenters’ rights or offer to settle, settle or settle, settle any such demandsdemands or extend or waive the deadline or other time period applicable to any dissenters’ rights; provided, however, that the Company shall give Parent advance written notice of the requirement to make any payment pursuant to an Order prior to making such payment.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement AGREEMENT to the contrary, DOCP Shares the MFFC common shares which are outstanding immediately prior to before the Effective Time BFOH EFFECTIVE TIME and which are held by shareholders who shall not have not voted such shares in favor of this AGREEMENT, who shall have delivered to BFOH or MFFC a written demand for appraisal of such shares in the Merger or consented thereto manner provided in writing Section 1701.85 of the ORC and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance otherwise complied fully with Sections 910 and 623 all of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "Dissenting Shares") requirements of Section 1701.85 of the ORC shall not be converted into or represent be exchangeable for the right to receive cash pursuant the consideration provided in this AGREEMENT; provided, however, that (a) each of such shares (herein referred to as the "DISSENTING SHARES") shall nevertheless be cancelled and extinguished in accordance with this AGREEMENT; (b) the holder of DISSENTING SHARES, upon full compliance with the requirements of Section 2.1. Such shareholders 1701.85 of the ORC, shall be entitled to receive payment of the appraised value of such DOCP Shares held by them shares in accordance with the provisions of Section 1701.85 of the New York LawORC; and (c) in the event (i) any holder of DISSENTING SHARES shall subsequently withdraw such holder's demand for appraisal of such shares within sixty days after the BFOH EFFECTIVE TIME or shall fail to establish such holder's entitlement to appraisal rights in accordance with Section 1701.85 of the ORC, except that all Dissenting Shares held by shareholders who or (ii) any holder of DISSENTING SHARES has not filed a petition demanding a determination of the value of such shares within the period provided in Section 1701.85 of the ORC, such holder shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights forfeit the right to appraisal of such DOCP Shares under the New York Law shares and such shares shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, exchangeable for the right to receive, without any interest thereon, receive the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Sharesthis AGREEMENT. (b) DOCP MFFC shall give Buyer BFOH (i) prompt notice of any written demands for appraisal received by itof any MFFC common shares made under Section 1701.85 of the ORC, attempted withdrawals of such demands, demands and any other instruments served pursuant to the New York Law ORC and received by DOCP MFFC relating to DISSENTING SHARES and relating thereto. DOCP and Buyer shall jointly direct (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the New York Lawexercise of dissenter's rights. Neither DOCP nor Buyer shallMFFC shall not, except with the prior written consent of the otherBFOH, voluntarily make any payment with respect to any demands for appraisalpayment for MFFC common shares under the ORC, or offer to settle, settle or settle, settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by shareholders a holder who shall have not voted in favor has properly exercised and perfected his or her demand for appraisal rights under Section 262 of the Merger DGCL and not effectively withdrawn or consented thereto in writing and who shall be entitled lost such holder’s rights to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 of appraisal (the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "“Dissenting Shares") ”), shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive payment such consideration as shall be determined pursuant to Section 262 of the appraised value DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive the “fair value” of such DOCP Dissenting Shares held by them as determined in accordance with the provisions Section 262 of the New York Law, except DGCL); provided that all Dissenting Shares held by shareholders who if any such holder shall have failed to perfect or who effectively shall have withdrawn, forfeited effectively withdrawn or lost their rights his, her or its right to appraisal of such DOCP Shares and payment under the New York Law DGCL (whether occurring before, at or after the Effective Time), such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receivereceive the Merger Consideration, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced and such DOCP shares shall not be deemed to be Dissenting Shares. (b) DOCP . The Company shall give Buyer prompt notice to Parent as promptly as reasonably practicable of any demands for appraisal received by itof any shares of Company Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to the New York Law DGCL received by DOCP the Company relating to appraisal demands, and relating thereto. DOCP Parent shall have the right to participate in all material discussions with third parties and Buyer shall jointly direct all negotiations and proceedings Proceedings with respect to demands for appraisal under such demands. Prior to the New York Law. Neither DOCP nor Buyer shallEffective Time, except with the Company shall not, without the prior written consent of the otherParent, make any payment with respect to any demands for appraisal, or settle or compromise or offer to settlesettle or compromise any such demand or Proceeding, or settle, agree to do any such demandsof the foregoing.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares including Section 2.01, shares of Company Capital Stock issued and outstanding immediately prior to the Second Effective Time (other than shares of Company Capital Stock cancelled in accordance with Section 2.01(b)(i)) and held by shareholders a holder who shall have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who shall be entitled to and shall have demanded has properly in writing payment for exercised appraisal rights of such DOCP Shares shares of Company Capital Stock in accordance with Sections 910 and 623 Section 262 of the New York Law and who shall not have withdrawn DGCL (such demand shares of Company Capital Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise have forfeited loses such holder’s appraisal rights (collectively, "Dissenting Shares"under the DGCL with respect to such shares of Company Capital Stock) shall not be converted into a right to receive a portion of the Company Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Second Effective Time, such holder fails to perfect, withdraws or represent loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Capital Stock shall be treated as if they had been converted as of the Second Effective Time into the right to receive cash the portion of the Company Merger Consideration, if any, to which such holder is entitled pursuant to Section 2.1. Such shareholders shall be entitled to receive payment of the appraised value of such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect 2.01 or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receiveSection 2.04, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP . The Company shall give Buyer provide Parent and HoldCo prompt written notice of any demands received by the Company for appraisal received by itof shares of Company Capital Stock, withdrawals any withdrawal of any such demands, demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Second Effective Time pursuant to the New York Law received by DOCP DGCL that relates to such demand, and relating thereto. DOCP Parent and Buyer HoldCo shall jointly have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under the New York Lawsuch demands. Neither DOCP nor Buyer shall, except Except with the prior written consent of Parent and HoldCo, the other, Company shall not make any payment with respect to any demands for appraisalto, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Royale Shares issued and outstanding immediately prior to the Royale Merger Effective Time (other than Excluded Royale Shares under Section 3.01(b)) and Matrix Shares issued and outstanding immediately prior to the Matrix Merger Effective Time (other than Excluded Matrix Shares under Section 3.02(b)) which are, in either case, held by shareholders a holder who shall have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who shall be entitled to and shall have demanded has properly in writing payment for exercised appraisal rights of such DOCP Shares in accordance with Sections 910 and 623 Section 1301 of the New York Law and who shall not have withdrawn CCC (such demand Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise have forfeited loses such holder’s appraisal rights (collectively, "Dissenting under the CCC with respect to such Shares") shall not be converted into or represent the a right to receive cash pursuant to Section 2.1. Such shareholders the Royale Merger Consideration or the Matrix Merger Consideration, as applicable, but instead shall be entitled to receive payment only such rights as are granted by Section 1300 of the appraised value of CCC; provided, however, that if, after the Royale Merger Effective Time or the Matrix Merger Effective Time, as applicable (the “Effective Time”), such DOCP Shares held by them in accordance with the provisions holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to Section 1301 of the New York LawCCC or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 1300 of the CCC, except that all Dissenting such Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have treated as if they had been converted into and to have become exchangeable, as of the applicable Effective TimeTime into the Royale Merger Consideration or the Matrix Merger Consideration, for as applicable, to the right extent, if any, which such holder is entitled pursuant to receiveSection 3.01 or Section 3.02 (as applicable), without any interest thereon, . Royale and Matrix shall each provide the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP shall give Buyer other with prompt written notice of any demands which they receive for appraisal received by itof any of their outstanding Shares in connection with the Mergers, withdrawals any withdrawal of any such demands, demand and any other instruments served demand, notice or instrument delivered to them prior to the applicable Effective Time pursuant to the New York Law received by DOCP and relating theretoCCC that relates to such demand. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Law. Neither DOCP nor Buyer shall, except Except with the prior written consent of the otherMatrix, Royale shall not make any payment with respect to any demands for appraisalto, or settle or offer to settle, any such demands. Except with the prior written consent of Royale, Matrix shall not make any payment with respect to, or settle or offer to settle, any such demands.

Dissenting Shares. (ai) Notwithstanding If, in connection with the Merger, any other provision holders of this Agreement to the contrary, DOCP Shares outstanding immediately prior to the Effective Time and held by shareholders who Company Capital Stock shall have not voted demanded and perfected their appraisal rights with respect to such shares (the “Dissenting Shares”) in favor accordance with the DGCL, none of such Dissenting Shares shall be converted into a right to receive that portion of the Merger or consented thereto Consideration payable to the holder of such Dissenting Shares as provided in writing Sections 2.6(a) through and who including 2.6(f), as applicable, but shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "Dissenting Shares") shall not instead be converted into or represent the right to receive cash such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Section 2.1the DGCL. Such shareholders After the Effective Time, the Dissenting Shares shall no longer be entitled outstanding and shall automatically be cancelled and cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto except, subject to the following sentence, the right to receive payment of the appraised fair value of such DOCP Dissenting Shares held pursuant to the DGCL. In the event that any holder of Company Capital Stock fails to make an effective demand for payment or fails to perfect its appraisal rights as to its shares of Company Capital Stock or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receive the consideration issuable pursuant to Sections 2.6(a) through and including 2.6(f), as applicable, in respect of such shares as if such shares had never been Dissenting Shares, and Buyer shall issue and deliver, if it has not already done so, to the Exchange Agent, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2.8, following the satisfaction of the applicable conditions set forth in Section 2.8, the portion of the Merger Consideration to which such holder would have been entitled under Sections 2.6(a) through and including 2.6(f), as applicable with respect to such shares (subject to the provisions of Sections 2.6 and 2.8). The Company shall give Buyer prompt written notice (and in no event more than five (5) Business Days) of any demand received by them the Company for appraisal of Company Capital Stock or notice of exercise of a holder’s of Company Capital Stock appraisal rights in accordance with the provisions DGCL. (ii) The Stockholders’ Representative may elect to assume the defense of any proceeding with respect to any appraisal of Company Capital Stock with counsel reasonably satisfactory to Buyer (it being agreed by Buyer that the New York Law, except that all Dissenting Shares held Designated Firm is per se reasonable) by shareholders who shall have failed giving notice to perfect or who effectively shall have withdrawn, forfeited or lost their rights Buyer of its election to assume such defense no later than ten (10) days after the Company gives Buyer notice of any demand for appraisal of such DOCP Shares under Company Capital Stock. If the New York Law Stockholders’ Representative elects to assume the defense of any such proceeding, it shall thereupon diligently conduct such defense. Except with Buyer’s prior written consent, which consent shall not be deemed to have been converted into and to have become exchangeableunreasonably conditioned, as of the Effective Time, for the right to receive, without any interest thereonwithheld or delayed, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate Company shall not make any payment or Certificates that formerly evidenced such DOCP Shares. (b) DOCP shall give Buyer prompt notice of any demands for appraisal received by it, withdrawals of such demands, and any other instruments served pursuant offer to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Law. Neither DOCP nor Buyer shall, except with the prior written consent of the other, make any payment with respect to any demands for appraisalto, or settle or offer to settle, any such demand for appraisal or settleexercise of appraisal rights unless (A) such payment or offer of settlement does not exceed that portion of the Merger Consideration otherwise payable to the holder of such Dissenting Shares as provided in Sections 2.6(a) through and including 2.6(f), as applicable, and (B) Buyer and the Company receive a full release of, and from, any other claims that may be made against, Parent, Buyer, the Company or any of the other Acquired Companies by the holder of such demandsDissenting Shares. Buyer, the Company and the Stockholders’ Representative shall cooperate in good faith in connection with any proceeding with respect to any appraisal of Company Capital Stock and each shall make available all information reasonably requested by each other party for such purposes.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrarycontrary and to the extent available under the CGCL or DGCL, DOCP Shares as applicable, shares of Company Stock issued and outstanding immediately prior to the Effective Time and held by shareholders a holder who shall have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who shall be is entitled to demand and shall have demanded has properly in writing payment for exercised appraisal rights of such DOCP Shares shares in accordance with Sections 910 and 623 Section 1300 of the New York Law and who shall not have withdrawn CGCL or Section 262 of the DGCL, as applicable (such demand shares of Company Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise have forfeited waives, withdraws, or loses such holder’s appraisal rights (collectivelyunder the CGCL or the DGCL, "Dissenting Shares"as applicable, with respect to such shares) shall not be converted into or represent into, and the holders thereof shall have no right to receive cash pursuant to Section 2.1. Such shareholders a portion of the Closing Share Consideration, , but instead shall be entitled to receive payment only such rights as are granted by Section 1300 of the appraised value of such DOCP Shares held CGCL or by them in accordance with the provisions Section 262 of the New York LawDGCL, except as applicable; provided, however, that all Dissenting Shares held by shareholders who shall have failed if, after the Effective Time, such holder fails to perfect perfect, waives, withdraws, or who effectively shall have withdrawn, forfeited or lost their rights loses such holder’s right to appraisal pursuant to Section 1300 of the CGCL or Section 262 of the DGCL, as applicable, or if a court of competent jurisdiction shall determine that such DOCP Shares under holder is not entitled to the New York Law relief provided by Section 1300 of the CGCL or Section 262 of the DGCL, as applicable, such shares of Company Stock shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receive, receive a portion of the Closing Share Consideration in accordance with Section 3.02 without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, transfer of such shares in the manner provided in Section 2.23.02. At the Effective Time, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (a) all Dissenting Shares shall be cancelled, extinguished and cease to exist and (b) DOCP the holders of Dissenting Shares shall give Buyer be entitled to only such rights as may be granted to him, her or it under the CGCL or the DGCL, as applicable. The Company shall provide Acquiror prompt written notice of any demands received by the Company for appraisal received by itof shares of Company Stock, withdrawals any waiver or withdrawal of any such demandsdemand, and any other instruments served pursuant demand, notice, communication or instrument delivered to the New York Law received by DOCP Company prior to the Effective Time that relates to such demand, and relating thereto. DOCP and Buyer Acquiror shall jointly direct have the right to participate in all negotiations and proceedings with respect to demands for appraisal under the New York Lawsuch demands. Neither DOCP nor Buyer shall, except Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the other, Company shall not make any payment with respect to any demands for appraisalto, or settle, or offer to settle, or settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 2.01(a)) and held by shareholders a holder who shall have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who shall be is entitled to demand and shall have demanded has properly in writing payment for exercised appraisal rights of such DOCP Shares shares in accordance with Sections 910 and 623 607.1301-607.1333 of FBCA (such shares of Company Common Stock being referred to collectively as the New York Law and who shall not have withdrawn “Dissenting Shares” until such demand time as such holder fails to perfect or otherwise have forfeited waives, withdraws, or loses such holder’s appraisal rights (collectively, "Dissenting Shares"under the FBCA with respect to such shares) shall not be converted into a right to receive the Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 607.1302 of the FBCA; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or represent loses such holder’s right to appraisal pursuant to Section 607.1323 of the FBCA or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 607.1302 of the FBCA, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive cash pursuant to Section 2.1. Such shareholders shall be entitled to receive payment of the appraised value of such DOCP Shares held by them Merger Consideration in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receiveSection 2.01(b), without any interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP case may be. The Company shall give Buyer provide Parent prompt written notice of any demands received by the Company for appraisal received by itof shares of Company Common Stock, withdrawals any waiver or withdrawal of any such demandsdemand (other than any such waiver set forth in the Shareholder Written Consent), and any other instruments served pursuant demand, notice, or instrument delivered to the New York Law received by DOCP Company prior to the Effective Time that relates to such demand, and relating thereto. DOCP Parent shall have the opportunity and Buyer shall jointly right to direct all negotiations and proceedings with respect to demands for appraisal under the New York Lawsuch demands. Neither DOCP nor Buyer shall, except Except with the prior written consent of Parent, the other, Company shall not make any payment with respect to any demands for appraisalto, or settle, or offer to settle, or settle, any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement anything to the contrarycontrary set forth in this Agreement, DOCP Shares issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and held by shareholders a holder who shall have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who shall be entitled to and shall have demanded has properly in writing payment for exercised appraisal rights of such DOCP Shares shares in accordance with Sections 910 and 623 Section 262 of the New York Law and who shall not have withdrawn DGCL (such demand shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise have forfeited loses such holder’s appraisal rights (collectively, "Dissenting Shares"under Delaware Law with respect to such shares) shall not be converted into or represent the a right to receive cash pursuant to Section 2.1. Such shareholders the Merger Consideration but instead shall be entitled to receive payment of the appraised value of such DOCP Shares held by them shares in accordance with the provisions Section 262 of the New York LawDGCL (in such case, except that all the Dissenting Shares held shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each holder of Dissenting Shares shall cease to have any rights with regard thereto except with regard to such holders’ right to receive the fair value of such Dissenting Shares to the extent afforded by shareholders who shall have failed Section 262 of the DGCL); provided, however, that if, after the Effective Time, such holder fails to perfect perfect, withdraws or who effectively shall have withdrawn, forfeited or lost their rights otherwise loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such DOCP holder is not entitled to the relief provided by Section 262 of the DGCL, such Shares under the New York Law shall thereupon be deemed to have treated as if they had been converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receivereceive the Merger Consideration in accordance with Section 1.4(b)(i), without any interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP case may be. The Company shall give Buyer provide Parent prompt written notice of any demands received by the Company for appraisal received by itof Shares (or written threats thereof), withdrawals any written withdrawal or purported withdrawal of any such demands, demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the New York Law received by DOCP opportunity and relating thereto. DOCP right to participate in and Buyer shall jointly direct all negotiations and proceedings Legal Table of Contents Proceedings with respect to demands for appraisal under the New York Lawsuch demands. Neither DOCP nor Buyer shall, except Except with the prior written consent of Parent, the other, Company shall not make any payment with respect to any demands for appraisalto, or offer to settle or settle, or settleapprove the withdrawal of, any such demandsdemands or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrarySection 2.1, DOCP Company Shares outstanding immediately prior to the Effective Time and held by shareholders a holder who shall have has not voted in favor of the Merger or consented thereto in writing who is entitled to, and who shall be entitled to and shall have demanded properly in writing has demanded, payment for fair value of such DOCP Company Shares (“Dissenting Shares”) in accordance with Sections 910 and 623 Section 53-15-4 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights NMBCA (collectively, "Dissenting Shares"“Section 53-15-4”) shall not be converted into or represent the right to receive cash pursuant the Per Share Merger Consideration for each such Dissenting Share, unless and until such holder fails to perfect or effectively withdraws or otherwise loses the right to receive payment of fair value for such holder’s Dissenting Shares in accordance with Section 2.153-15-4. Such shareholders Any such holder shall instead be entitled only to receive payment of the appraised fair value of such DOCP holder’s Dissenting Shares held by them in accordance with the provisions of Section 53-15-4 less any applicable Taxes required to be withheld in accordance with Section 2.4(e) with respect to such payment. At the New York LawEffective Time, the Dissenting Shares shall no longer be outstanding, and each holder of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented Dissenting Shares shall cease to have any rights with respect thereto, except that all the right to receive the fair value of such Dissenting Shares held by shareholders who shall have failed in accordance with the provisions of Section 53-15-4. If, after the Effective Time, such holder fails to perfect or who effectively shall have withdrawn, forfeited withdraws or lost their rights otherwise loses the right to appraisal receive payment of the fair value of such DOCP holder’s Dissenting Shares in accordance with the provisions of Section 53-15-4 (or had not properly demanded payment under the New York Law Section 53-15-4), then each such Dissenting Share shall thereupon be deemed to have treated as if such Dissenting Share had been converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receivereceive the Per Share Merger Consideration, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. . The Company will give Parent (ba) DOCP shall give Buyer prompt written notice of any demands demand for appraisal received by itpayment of fair value of any Company Shares in accordance with Section 53-15-4, any withdrawals of such demands, and any other instruments served pursuant to the New York Law communications received by DOCP the Company or its Representatives in respect of the demand, withdrawal, or perfection of any rights under Section 53-15-4 and relating thereto. DOCP and Buyer shall (b) the opportunity to conduct jointly direct with the Company all negotiations and proceedings with respect to such demands for appraisal related to any Company Shares under the New York LawSection 53-15-4. Neither DOCP nor Buyer shallThe Company will not, except with the prior written consent of the otherParent, voluntarily make any payment with respect to any demands for appraisal, Dissenting Shares or settle or offer to settle, or settle, settle any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares outstanding immediately prior to no Share, the Effective Time and held by shareholders who holder of which shall not have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance complied with Sections 910 and 623 the provisions of Section 262 of the New York Delaware Law and who shall not have withdrawn such demand or otherwise have forfeited as to appraisal rights (collectivelya "DISSENTING SHARE"), "Dissenting Shares") shall not be deemed converted into or and to represent the right to receive cash pursuant to Section 2.1. Such shareholders Merger Consideration hereunder; and the holders of Dissenting Shares, if any, shall be entitled to receive payment payment, solely from the Surviving Corporation, of the appraised value of such DOCP Dissenting Shares held to the extent permitted by them and in accordance with the provisions of Section 262 of the New York Delaware Law; PROVIDED, HOWEVER, that (i) if any holder of Dissenting Shares shall, under the circumstances permitted by the Delaware Law, except that subsequently deliver a written withdrawal of his or her demand for appraisal of such Dissenting Shares, (ii) if any holder fails to establish his or her entitlement to rights to payment as provided in such Section 262 or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation has filed a petition demanding a determination of the value of all Dissenting Shares held by shareholders who within the time provided in such Section 262, such holder or holders (as the case may be) shall have failed forfeit such right to perfect or who effectively shall have withdrawn, forfeited or lost their rights payment for such Dissenting Shares pursuant to appraisal of such DOCP Shares under the New York Law Section 262 and each such Dissenting Share shall thereupon be deemed to have been converted into and to have become exchangeableexchangeable for, as of the Effective Time, for the right to receivereceive the Merger Consideration, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.22.9, of the Certificate certificate or Certificates certificates that formerly evidenced such DOCP Shares. (b) DOCP TPC shall give Buyer PHI (i) prompt notice of any written demands for appraisal received by itof any TPC Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to the New York Law received by DOCP TPC relating to stockholders' rights of appraisal and relating thereto. DOCP and Buyer shall jointly (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the New York Delaware Law. Neither DOCP nor Buyer shallTPC shall not, except with the prior written consent of the otherPHI, voluntarily make any payment with respect to any demands for appraisalappraisal of TPC Common Stock, or offer to settle, settle or settle, settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement and to the contraryextent appraisal rights are available under Delaware Law, DOCP Shares outstanding immediately prior to the Effective Time Company Common Stock and Series B Preferred Stock held by shareholders stockholders who shall have not neither voted in favor of the Merger or nor consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment appraisal for such DOCP Shares Company Common Stock in accordance with Sections 910 and 623 Section 262 of the New York Delaware Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "the “Dissenting Shares"”) shall not be converted into into, or represent the right to receive cash pursuant to Section 2.1. Such shareholders receive, the Merger Consideration, but instead shall be entitled to receive payment such rights, but only such rights, as are granted under such Section 262 (unless and until such stockholder shall have failed to perfect, or shall have effectively withdrawn or lost, such stockholder’s right to appraisal under the Delaware Law). If any holder of the appraised value Dissenting Shares shall have failed to perfect or who effectively shall have withdrawn or lost such holder’s rights to appraisal of such DOCP Dissenting Shares held by them in accordance prior to the Election Deadline, such holder’s shares of Company Common Stock (or, if applicable, the Exchangeable Shares underlying the Series B Preferred Stock), as the case may be, shall thereupon be deemed to be Non-Election Shares for all purposes of this Agreement unless such stockholder properly makes an Election with respect to such shares prior to the provisions of the New York Law, except that all Election Deadline. All Dissenting Shares held by shareholders stockholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited withdrawn or lost their rights to appraisal of such DOCP Dissenting Shares under such Section 262 after the New York Law Election Deadline shall thereupon be deemed to have been Non-Election Shares and therefore converted into into, and to have become exchangeableexchangeable for, as of the Effective Time, for the right to receive, without any interest thereon, receive the applicable consideration provided in Section 2.1, Merger Consideration upon surrender, in the manner provided in Section 2.21.8(d), of the Certificate Certificates or Certificates Book Entry Shares that formerly evidenced such DOCP Shares. Company Common Stock (bor, if applicable, the Exchangeable Shares underlying the Series B Preferred Stock) DOCP shall give Buyer prompt notice as the case may be. If the Merger is rescinded or abandoned for any reason, then the right of any demands for appraisal received by it, withdrawals stockholder to be paid the fair value of such demands, and any other instruments served stockholder’s Dissenting Shares pursuant to the New York Section 262 of Delaware Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Law. Neither DOCP nor Buyer shall, except with the prior written consent of the other, make any payment with respect to any demands for appraisal, or offer to settle, or settle, any such demandscease.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares shares of GFL Common Stock issued and outstanding immediately prior to the Effective Time and held by shareholders a GFL Stockholder who shall have has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such shares of GFL Common Stock in accordance with the NYBCL (“Dissenting Shares”) shall not be entitled to and shall have demanded properly in writing payment vote for such DOCP Shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn such demand any purpose or otherwise have forfeited appraisal rights (collectivelyreceive dividends, "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to Parent Common Stock in accordance with Section 2.1. Such shareholders 3.1 hereof, and shall only be entitled to receive payment of such consideration as shall be determined pursuant to the appraised NYBCL; 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 DOCP Shares held by them in accordance with the provisions stockholder’s shares of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares GFL Common Stock under the New York Law NYBCL, such shares of GFL Common Stock shall thereupon be deemed to have been treated as if they had converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receive, without any interest thereon, the applicable consideration provided receive Parent Common Stock in accordance with Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP shall give Buyer prompt notice of any demands for appraisal received by it, withdrawals of such demands3.1 hereof, and any other instruments served pursuant to the New York Law received by DOCP and relating theretosuch shares of GFL Common Stock shall no longer be Dissenting Shares. DOCP and Buyer shall jointly direct all All negotiations and proceedings with respect to demands payment for appraisal under Dissenting Shares shall be handled jointly by Parent and GFL prior to the New York LawClosing and exclusively by Parent thereafter. Neither DOCP nor Buyer shallIn the event that holders of more than 20% any of the outstanding shares of GFL Common Stock are Dissenting Shares, the Parent has the sole discretion to terminate this Agreement, which shall forthwith become void and of no further force and effect and the parties hereto shall be released from any and all obligations hereunder, except with those obligations to GFL incurred prior to the prior written consent Effective Time, including but not limited to the payment of fees incurred by GFL for financial statement preparation and auditing as referenced in Paragraph 7.13 herein.; provided, however, that nothing herein shall relieve any party hereto from liability for the otherbreach of any of its representations, make any payment with respect to any demands for appraisalwarranties, covenants or offer to settle, or settle, any such demandsagreements set forth in this Agreement.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP to the extent that holders of Shares are entitled to appraisal rights under Section 262 of the DGCL, Shares issued and outstanding immediately prior to the Effective Time with respect to which the holder thereof has properly exercised and held by shareholders who perfected the right to dissent from the Merger and to be paid fair value in accordance with Section 262 of the DGCL and as to which, as of the Effective Time, the holder thereof has not failed to timely perfect or shall have not voted in favor effectively withdrawn or lost dissenters' rights under Section 262 of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 of DGCL (the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "Dissenting Shares") ), shall not be converted into or represent the a right to receive cash the Merger Consideration into which Shares are converted pursuant to Section 2.1. Such shareholders 1.3(b) hereof, but the holder thereof shall be entitled only to receive payment such rights as are granted by the DGCL. Notwithstanding the immediately preceding sentence, if any holder of Shares who demands dissenters' rights with respect to its Shares under the appraised value of such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed DGCL effectively withdraws or loses (through failure to perfect or who effectively shall have withdrawnotherwise) its dissenters' rights, forfeited then as of the Effective Time or lost their rights to appraisal the occurrence of such DOCP event, whichever later occurs, such holder's Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receivereceive the Merger Consideration as provided in Section 1.3(b) hereof, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, surrender of the Certificate or Certificates that formerly evidenced representing such DOCP Shares. (b) DOCP , and such Shares shall no longer be Dissenting Shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of Delaware Law and as provided in this Section 1.6. The Company shall give Buyer Parent (i) prompt written notice of any demands notice of intent to demand fair value for appraisal received by itany Shares, withdrawals of such demandsnotices, and any other instruments served pursuant to the New York Law DGCL and received by DOCP the Company, and relating thereto. DOCP and Buyer shall jointly (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal fair value of Shares under the New York LawDGCL. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent, voluntarily make any payment with respect to any demands for appraisal, fair value of Shares or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement Section 2.1(b), to the contraryextent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, DOCP Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by shareholders a holder who shall have not voted in favor has properly demanded appraisal under Section 262 of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 of DGCL (the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "“Dissenting Shares"”) shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders the Merger Consideration, but instead the holders of such Dissenting Shares shall be entitled to receive payment such consideration as shall be determined pursuant to Section 262 of the appraised value of DGCL; provided, however, that if any such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who holder shall have failed to perfect or who effectively shall have withdrawn, forfeited effectively withdrawn or lost their rights his or her right to appraisal of such DOCP Shares and payment under the New York Law DGCL, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receivereceive the Merger Consideration, without any interest thereon, and such shares shall not be deemed to be Dissenting Shares. Any payments required to be made with respect to the applicable consideration provided in Section 2.1Dissenting Shares shall be made by the Surviving Corporation, upon surrenderand the aggregate Merger Consideration (and Payment Fund) shall be reduced, in on a dollar for dollar basis, as if the manner provided in Section 2.2, holder of such Dissenting Shares had not been a stockholder on the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP Merger Closing Date. The Company shall give Buyer Parent (i) prompt notice of any demands received by the Company for appraisal received by itof any of the shares of Company Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to the New York DGCL or other applicable Law and received by DOCP the Company or its Representatives with respect thereto, and relating thereto. DOCP (ii) the opportunity to participate in and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York DGCL or other applicable Law. Neither DOCP nor Buyer shallPrior to the Effective Time, the Company shall not, except with the prior written consent of the otherParent (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment or agree to make any payment with respect to any demands for appraisal, or offer to settle, settle or settle, settle any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time and held by shareholders a Stockholder who shall have has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such shares of Company Capital Stock (“Dissenting Shares”) shall not be entitled to and shall have demanded properly in writing payment vote for such DOCP Shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn such demand any purpose or otherwise have forfeited appraisal rights (collectivelyreceive dividends, "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to Parent Securities in accordance with Section 2.1. Such shareholders 3.1 hereof, and shall only be entitled to receive payment of such consideration as shall be determined pursuant to the appraised DGCL; 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 DOCP Shares held by them in accordance with the provisions Stockholder’s shares of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares Company Capital Stock under the New York Law NRS, such shares of Company Capital Stock shall thereupon be deemed to have been treated as if they had converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receive, without any interest thereon, the applicable consideration provided receive Parent Securities in accordance with Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP shall give Buyer prompt notice of any demands for appraisal received by it, withdrawals of such demands3.1 hereof, and any other instruments served pursuant to the New York Law received by DOCP and relating theretosuch shares of Company Capital Stock shall no longer be Dissenting Shares. DOCP and Buyer shall jointly direct all All negotiations and proceedings with respect to demands payment for appraisal under Dissenting Shares shall be handled jointly by Parent and the New York LawCompany prior to the Closing and exclusively by Parent thereafter. Neither DOCP nor Buyer shall, except with In the prior written consent event that one percent (1%) or more of the otheroutstanding shares of the Company are Dissenting Shares, make the Parent has the sole discretion 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 to and all obligations hereunder; provided, however, that nothing herein shall relieve any demands party hereto from liability for appraisalthe breach of any of its representations, warranties, covenants or offer to settle, or settle, any such demandsagreements set forth in this Agreement.

Dissenting Shares. (a) Notwithstanding Section 2.04 or any other provision of this Agreement to the contrary, DOCP Shares issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.03(b), Section 2.03(c) and Section 2.03(d)) and held by shareholders a holder who shall have not voted in favor of the Merger or consented thereto in writing is entitled to demand appraisal and who shall be entitled to and shall have has properly demanded properly in writing payment for appraisal of such DOCP Shares in accordance with Sections 910 and 623 Section 262 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders shall be entitled to receive payment of the appraised value of such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeableDGCL and, as of the Effective Time, for has neither effectively withdrawn nor lost such holder’s right to appraisal pursuant to the DGCL with respect to such Shares (any such Shares, “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to such rights as are granted by Section 262 of the DGCL; provided, however, that, if, after the Effective Time, such holder fails to perfect, withdraws, waives or otherwise loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receivereceive the Merger Consideration in accordance with Section 2.03(a), without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, surrender of the such Certificate or Certificates that formerly evidenced representing such DOCP Shares. (b) DOCP . Lafite shall give Buyer provide Tempranillo with prompt written notice of any demands received by Lafite for appraisal received by itof any Shares, withdrawals any withdrawal of any such demands, demand and any other instruments served demand, notice or instrument delivered to Lafite prior to the Effective Time pursuant to Section 262 of the New York Law received by DOCP DGCL that relates to such demand, and relating thereto. DOCP Tempranillo shall have the opportunity and Buyer shall jointly right to direct all negotiations and proceedings with respect to demands for appraisal under the New York Lawsuch demands. Neither DOCP nor Buyer shall, except Except with the prior written consent of the otherTempranillo, or if required by Applicable Law, Lafite shall not make any payment with respect to any demands for appraisalto, or offer to settle, settle or settle, any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time and that are held by shareholders a stockholder who shall have not voted is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in favor all respects with, the provisions of Section 262 of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for DGCL (such DOCP Shares in accordance with Sections 910 and 623 stockholders, the “Dissenting Stockholders” and, such shares of Company Common Stock, the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "“Dissenting Shares") ”), shall not be converted into or represent be exchangeable for the right to receive cash pursuant to Section 2.1. Such shareholders the Merger Consideration, but instead such holder shall be entitled to receive payment of the appraised fair value of such DOCP Dissenting Shares held by them in accordance with the provisions of Section 262 of the New York LawDGCL (and, at the Merger Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except that all the right to receive the fair value of such Dissenting Shares held by shareholders who in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or who effectively shall have withdrawneffectively waived, forfeited withdrawn or lost their rights to appraisal of such DOCP Shares under the New York Law DGCL. If any Dissenting Stockholders shall have failed to perfect or shall have effectively waived, withdrawn or lost such rights, the Dissenting Shares held by such Dissenting Stockholder shall thereupon be deemed to have been converted into and to have become exchangeableconverted, as of the Merger Effective Time, for into the right to receive, without any interest thereon, receive the applicable consideration Merger Consideration as provided in Section 2.12.03(a) (and cash in lieu of any fractional shares of Parent Common Stock and any dividends and distributions with respect thereto as contemplated by Section 2.04(f) and Section 2.08), upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP without interest. The Company shall give Buyer Parent prompt notice of any written demands for appraisal received by itof any shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to the New York Law DGCL and received by DOCP the Company relating to stockholders’ rights of appraisal in accordance with the provisions of Section 262 of the DGCL, and relating thereto. DOCP and Buyer Parent shall jointly direct have the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the New York Lawall such demands. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent, make any payment with respect to any demands for appraisalto, settle or offer or agree to settle, or settle, settle any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.04 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this ------------------ Agreement to the contrary, DOCP Shares shares of Company Common Stock, 5% Stock and Preference Stock issued and outstanding immediately prior to on the Effective Time and Date which are held of record by shareholders stockholders who shall not have not voted such shares in favor of the Merger or consented thereto in writing Merger, if applicable, and who shall be entitled have properly exercised rights to and shall have demanded properly in writing demand payment for of the fair value of such DOCP Shares shares in accordance with Sections 910 and 623 86 through 98, inclusive, of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights MBCL (collectively, "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to the consideration specified in Section 2.1. Such shareholders 1.10(a), 1.10(b), or 1.10(c), respectively, but the holders thereof instead shall be entitled to receive payment of the appraised fair value of such DOCP Shares held by them shares in accordance with the provisions of Sections 86 to 92, inclusive, of the New York LawMBCL (the "Dissenting Consideration"); provided, except however, that all Dissenting Shares held by shareholders who shall have failed (i) if such a holder fails to perfect file a notice of election -------- ------- to dissent in accordance with Section 86 of the MBCL or, after filing such notice of election, subsequently delivers an effective written withdrawal of such notice or who effectively shall have withdrawn, forfeited or lost their rights fails to establish his entitlement to appraisal rights as provided in Sections 87 through 98, inclusive, of the MBCL, if he or she be so required, or (ii) if a court shall determine that such holder is not entitled to receive payment for his shares or such holder shall otherwise lose his or her appraisal rights, then in either of such DOCP Shares under the New York Law cases, each share of Company Common Stock, 5% Stock or Preference Stock, respectively, held of record by such holder or holders shall thereupon automatically be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for represent only the right to receive, without any interest thereonreceive the Total Merger Consideration, the applicable consideration provided in Section 2.15% Stock Consideration or the Preference Stock Consideration, respectively, upon surrender, in the manner provided in Section 2.2, surrender of the Certificate certificate or Certificates that formerly evidenced certificates representing such DOCP Dissenting Shares. (b) DOCP . The Company shall give Buyer Parent prompt notice of any demands for appraisal received by it, withdrawals the Company for payment of the fair value of such demandsshares, and any other instruments served pursuant Parent shall have the right to participate in all the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Lawsuch demands. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent, make any payment (except to the extent that any such payment is made pursuant to a court order) with respect to any demands for appraisalto, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. (a) Notwithstanding Section 2.06 or any other provision of this Agreement to the contrary, DOCP Shares issued and outstanding immediately prior to the Effective Time and held by shareholders a holder who shall have not voted in favor of the Merger or consented thereto in writing is entitled to demand appraisal and who shall be entitled to has properly exercised and shall have demanded properly in writing payment perfected a demand for appraisal of such DOCP Shares in accordance with Sections 910 and 623 Section 262 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders shall be entitled to receive payment of the appraised value of such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeableDGCL and, as of the Effective Time, for has neither effectively withdrawn nor lost such holder’s right to appraisal and payment under the DGCL with respect to such Shares (any such Shares, “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares; provided, however, that, if, after the Effective Time, such holder fails to perfect, withdraws, waives or otherwise loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Shares shall immediately cease to be Dissenting Shares and shall be treated as if they had been Shares converted as of the Effective Time into the right to receivereceive the Merger Consideration in accordance with Section 2.05(a), without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, surrender of the such Certificate or Certificates that formerly evidenced representing such DOCP Shares. (b) DOCP . The Company shall give Buyer provide Parent with prompt written notice of any demands received by the Company for appraisal received by itof any Shares, withdrawals any withdrawal of any such demands, demand and any other instruments served demand, notice and/or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the New York Law received by DOCP DGCL that relates to such demand, and relating thereto. DOCP Parent shall have the opportunity and Buyer shall jointly right to direct all negotiations and proceedings with respect to demands for appraisal under the New York Lawsuch demands. Neither DOCP nor Buyer shall, except Except with the prior written consent of Parent, or if required by Applicable Law, the other, Company shall not make any payment with respect to any demands for appraisalto, or offer to settle, settle or settle, any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares outstanding immediately prior to no Share, the Effective Time and held by shareholders who holder of which shall not have not voted in favor of or consented in writing to the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance complied with Sections 910 and 623 the provisions of Section 262 of the New York Delaware Law and who shall not have withdrawn such demand or otherwise have forfeited as to appraisal rights (collectivelya “Dissenting Share”), "Dissenting Shares") shall not be deemed converted into or and to represent the right to receive cash pursuant to Section 2.1. Such shareholders Merger Consideration hereunder; and the holders of Dissenting Shares, if any, shall be entitled to receive payment such rights (but only such rights) as are granted by Section 262 of the appraised value Delaware Law; provided, however, that if any holder of such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed fail to perfect or who effectively otherwise shall have withdrawnwaive, forfeited withdraw or lost their rights lose the right to appraisal under Section 262 of the Delaware Law or a court of competent jurisdiction shall determine that such DOCP Shares under holder is not entitled to the New York Law relief provided by Section 262 of the Delaware Law, then such holder or holders (as the case may be) shall forfeit such rights as are granted by Section 262 and each such Dissenting Share shall thereupon be deemed to have been converted into and to have become exchangeableinto, as of the Effective Time, for the right to receivereceive the Merger Consideration, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.21.9, of the Certificate certificate or Certificates certificates that formerly evidenced such DOCP Shares. (b) DOCP The Company shall give Buyer Parent prompt notice of any written demands for appraisal received by it, withdrawals of such demands, any Company Common Stock and any other instruments served pursuant the opportunity to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct participate in all negotiations and proceedings with respect to demands for appraisal under the New York Delaware Law. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent, voluntarily make any payment with respect to any demands for appraisalappraisal of the Company Common Stock, or offer to settle, settle or settle, settle any such demands. Any amount payable to any holder of Dissenting Shares exercising appraisal rights shall be paid in accordance with the Delaware Law solely by the Surviving Company from its own funds.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders a stockholder who shall have not voted is entitled to demand, and properly demands, appraisal of such shares pursuant to, and who complies in favor all respects with, the provisions of Section 262 of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for DGCL (such DOCP Shares in accordance with Sections 910 and 623 stockholders, the “Dissenting Stockholders” and, such shares of Company Common Stock, the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "“Dissenting Shares") ”), shall not be converted into or represent be exchangeable for the right to receive cash pursuant to Section 2.1. Such shareholders the Per Share Merger Consideration, but instead such holder shall be entitled to receive payment of the appraised fair value of such DOCP Dissenting Shares held by them in accordance with the provisions of Section 262 of the New York LawDGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except that all the right to receive the fair value of such Dissenting Shares held by shareholders who in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or who effectively shall have withdrawneffectively waived, forfeited withdrawn or lost their rights to appraisal of such DOCP Shares under the New York Law DGCL. If any Dissenting Stockholders shall have failed to perfect or shall have effectively waived, withdrawn or lost such rights, the Dissenting Shares held by such Dissenting Stockholder shall thereupon be deemed to have been converted into and to have become exchangeableinto, as of the Effective Time, for and shall thereafter represent only the right to receive, without any interest thereon, the applicable consideration Per Share Merger Consideration as provided in Section 2.11.5(b), upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced and immediately following such DOCP Shares. (b) DOCP cancellation shall be automatically cancelled and cease to exist. The Company shall give Buyer Parent prompt notice of any written demands for appraisal received by itof any shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to the New York Law DGCL and received by DOCP the Company relating to stockholders’ rights of appraisal in accordance with the provisions of Section 262 of the DGCL, and relating thereto. DOCP and Buyer shall jointly direct give Parent the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the New York Lawall such demands. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent, make any payment with respect to any demands for appraisalto, settle or offer or agree to settle, or settle, settle any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant Article II to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent on demand.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP any Lanacom Common Shares outstanding immediately prior to the Effective Time and held by shareholders a holder who shall have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment has exercised dissent rights for such DOCP Shares shares in accordance with Sections 910 and 623 Section 185 of the New York Law Act and who shall who, as of the Closing Time, has not have effectively withdrawn or lost such demand or otherwise have forfeited appraisal dissent rights (collectively, "Dissenting Shares") ), shall not be converted into or represent the right to receive cash exchanged for Class A Shares pursuant to Section 2.1. Such shareholders 1.5, but the holder thereof shall only be entitled to receive payment such rights as are granted by Section 185 of the appraised value of such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP SharesAct. (b) DOCP Notwithstanding the provisions of subsection (a), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) his or her dissent rights, then, as of the later of Closing Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Class A Shares as provided in Section 1.5(b) (and, upon the change thereof pursuant to the Articles of Reorganization under Section 1.5(c), Exchangeable Shares), without interest thereon, upon surrender of the certificate representing such shares, subject to the conditions set forth below and throughout this Agreement, including without limitation the escrow provisions set forth in Section 1.9 and Article VII hereof. (c) Lanacom shall give Buyer BackWeb Parent (i) prompt notice of any demands for appraisal exercise of dissent rights received by it, withdrawals of such demands, and any other instruments served Lanacom pursuant to the New York Law received by DOCP applicable provisions of Section 185 of the Act and relating thereto. DOCP and Buyer shall jointly direct (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the New York Lawthereto. Neither DOCP nor Buyer shallLanacom shall not, except with the prior written consent of the otherBackWeb Parent, voluntarily make any payment with respect to any such demands for appraisal, or offer to settlesettle or settle any such exercise of dissent rights. To the extent that BackWeb Parent or Lanacom makes any payment or payments in respect of any Dissenting Shares, BackWeb Parent shall be deemed to have incurred a Loss under Article VII hereof equal to (x) the aggregate amount by which such payment or payments exceed the aggregate Amalgamation Consideration that otherwise would have been payable in respect of such Dissenting Shares plus (y) one-half of the aggregate fees and expenses (including reasonable attorneys' fees and expenses) incurred by BackWeb Parent or the Surviving Corporation in connection with calculating, settling or litigating the amount of, or settlemaking, any such demandspayment.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement anything to the contrarycontrary contained in this Agreement, DOCP Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by shareholders any holder who shall have not voted in favor is entitled to appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL, and who shall be entitled to has properly exercised and shall have demanded properly in writing payment perfected his or her demand for such DOCP Shares in accordance with Sections 910 and 623 appraisal rights under Section 262 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights DGCL (collectively, "the “Dissenting Shares") ”), shall not be converted into or represent the right to receive cash pursuant to the Merger Consideration as provided in Section 2.1. Such shareholders 3.1(b), but instead the holders of such Dissenting Shares shall be entitled to receive payment such consideration as shall be determined pursuant to Section 262 of the appraised DGCL. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such DOCP Dissenting Shares held by them in accordance with the provisions of Section 262 of the New York LawDGCL. Notwithstanding the foregoing, except that all Dissenting Shares held by shareholders who if any such holder shall have failed to perfect or who effectively shall have withdrawnotherwise waived, forfeited effectively withdrawn or lost their rights his or her right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such DOCP holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 of the New York Law DGCL shall cease and such shares shall no longer be considered Dissenting Shares for purposes hereof and such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receivereceive the Merger Consideration, without any interest thereon, the applicable consideration as provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP 3.1(b). The Company shall give Buyer provide prompt written notice to Parent of any demands for appraisal received by itof any Company Common Stock, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to the New York Law received by DOCP the Company relating to rights to appraisal, and relating thereto. DOCP and Buyer Parent shall jointly direct have the right to participate in all negotiations and proceedings with respect to demands for appraisal under the New York Lawsuch demands. Neither DOCP nor Buyer shallThe Company shall not, except with without the prior written consent of the otherParent, voluntarily make any payment with respect to any demands for appraisalto, settle or offer to settle, or settle, settle any such demands. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.2(a) to pay for Dissenting Shares shall be returned by the Paying Agent 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 shares of Company Common Stock covered by the third sentence of this Section 3.5.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, DOCP Shares shares of Capstar Class B Common Stock and Capstar Class C Common Stock outstanding immediately prior to the Effective Time and held by shareholders a holder who shall have has not voted in favor of the Merger or consented thereto and who properly demands in writing appraisal of such shares of Capstar Class B Common Stock and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares Capstar Class C Common Stock, as the case may be, in accordance with Sections 910 and 623 Section 262 of the New York Law Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectivelyrights, "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to Section 2.1the Merger Consideration therefor ("Dissenting Shares"). Such shareholders stockholders shall be entitled to receive payment of the appraised value of such DOCP Shares shares of Capstar Class B Common Stock and Capstar Class C Common Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the New York LawDelaware Code, except that all Dissenting Shares held by shareholders stockholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited withdrawn or lost their rights to appraisal of such DOCP Shares securities under the New York Law Section 262 shall thereupon be deemed to have been converted into and to have become exchangeableinto, as of the Effective Time, for the right to receive, without any interest thereon, the applicable consideration provided in Section 2.1Merger Consideration, upon surrender, surrender in the manner provided in Section 2.2, this Article I of the Certificate certificate or Certificates certificates that formerly evidenced represented such DOCP Shares. (bsecurities. Capstar shall take all actions required to be taken by it in accordance with Section 262(d) DOCP shall give Buyer prompt notice of any demands for appraisal received by it, withdrawals of such demands, and any other instruments served pursuant to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings Delaware Code with respect to demands for appraisal under the New York Law. Neither DOCP nor Buyer shall, except with the prior written consent holders of the other, make any payment with respect to any demands for appraisal, or offer to settle, or settle, any such demandsCapstar Class B Common Stock and Capstar Class C Common Stock.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to ----------------- the contrarycontrary but only to the extent required by the GCL, DOCP Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by shareholders holders of Company Common Stock who shall have not voted in favor comply with all the provisions of law of the State of Delaware concerning the right of holders of Company Common Stock to dissent from the Merger or consented thereto in writing ("Dissenting Stockholders") and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 require appraisal of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights their shares of Company Common Stock (collectively, "Dissenting Shares") shall not be converted into or represent the right to receive cash the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Stockholder pursuant to Section 2.1. Such shareholders shall be entitled to receive payment the law of the appraised State of Delaware; provided, however, that (i) if any Dissenting Stockholder shall subsequently -------- ------- - deliver a written withdrawal of his or her demand for appraisal (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or (ii) if any Dissenting -- Stockholder fails to establish and perfect his or her entitlement to appraisal rights as provided by applicable law, or (iii) if within 120 days of the --- Effective Time neither any Dissenting Stockholders nor the Surviving Corporation has filed a petition demanding a determination of the value of such DOCP Shares all shares of Company Common Stock outstanding at the Effective Time and held by them Dissenting Stockholders in accordance with applicable law, then such Dissenting Stockholder or Stockholders, as the provisions of case may be, shall forfeit the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights right to appraisal of such DOCP Shares under the New York Law shares and such shares shall thereupon be deemed to have been converted into and the right to have become exchangeablereceive, as of the Effective Time, for the right to receiveMerger Consideration less any applicable withholding tax, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP interest. The Company shall give Buyer the Parent and the Purchaser (A) prompt notice of any written demands for - appraisal, withdrawals of demands for appraisal received by it, withdrawals of such demands, and any other related instruments served pursuant to the New York Law received by DOCP the Company, and relating thereto. DOCP and Buyer shall jointly (B) the opportunity to direct all - negotiations and proceedings with respect to demands for appraisal. The Company will not voluntarily make any payment with respect to any demands for appraisal under the New York Law. Neither DOCP nor Buyer shalland will not, except with the prior written consent of the otherParent, make any payment with respect to any demands for appraisal, settle or offer to settle, or settle, settle any such demandsdemand.

Dissenting Shares. (ai) Notwithstanding any other provision Shares of this Agreement to the contrary, DOCP Shares Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by shareholders holders who shall have not voted in favor of or consented to the Merger or consented thereto in writing and who are entitled to demand and have properly demanded their rights to be paid the fair value of such shares of Company Common Stock in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be canceled and converted into the right to receive the Merger Consideration, and the holders thereof shall be entitled to and only such rights as are granted by Section 262 of the DGCL; provided, however, that if any such stockholder of the Company shall have demanded properly in writing payment for fail to perfect or shall effectively waive, withdraw or lose such DOCP stockholder’s rights under Section 262 of the DGCL, such stockholder’s Dissenting Shares in accordance with Sections 910 and 623 respect of which the New York Law and who shall not have withdrawn such demand or stockholder would otherwise have forfeited appraisal rights (collectively, "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders shall be entitled to receive payment fair value under Section 262 of the appraised value of such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law DGCL shall thereupon be deemed to have been converted into and to have become exchangeablecanceled, as of at the Effective Time, for and the right holder thereof shall be entitled to receive, receive the Merger Consideration (payable without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced ) as compensation for such DOCP Sharescancellation. (bii) DOCP The Company shall give Buyer Parent (A) prompt notice of any demands for appraisal notice received by itthe Company of intent to demand the fair value of any shares of Company Common Stock, withdrawals of such demands, notices and any other instruments or notices served pursuant to Section 262 of the New York Law received by DOCP DGCL and relating thereto. DOCP and Buyer shall jointly (B) the opportunity to direct all negotiations and proceedings with respect to demands for the exercise of appraisal rights under Section 262 of the New York LawDGCL. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent or as otherwise required by an Order, (x) make any payment or other commitment with respect to any demands for appraisalsuch exercise of appraisal rights, or (y) offer to settle, settle or settle, settle any such demandsrights or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by shareholders a stockholder who shall have did not voted vote in favor of the Merger Mergers (or consented consent thereto in writing writing) and who shall be is entitled to demand and shall have demanded properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in writing payment for such DOCP Shares in accordance with Sections 910 and 623 all respects with, the provisions of Section 262 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights DGCL (collectively, "the “Dissenting Shares"Stockholders”) shall not be converted into or represent be exchangeable for the right to receive cash pursuant to Section 2.1. Such shareholders Merger Consideration, but instead such holder shall be entitled to receive payment such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the appraised value of DGCL (“Dissenting Stockholder Consideration”) (and at the Effective Time, such DOCP Dissenting Shares held by them shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in accordance with the provisions Section 262 of the New York LawDGCL), except that all Dissenting Shares held by shareholders who unless and until such holder shall have failed to perfect or who effectively shall have withdrawn, forfeited effectively withdrawn or lost their rights its right to appraisal of such DOCP Shares under the New York Law DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares shall thereupon be deemed to have treated as if they had been converted into and become exchangeable for the right to have become exchangeablereceive, as of the Effective Time, the Merger Consideration for each such Share, and such shares shall be treated as Cash Election Shares under this Agreement and shall not be subject to the right to receive, without any interest thereon, the applicable consideration provided in provisions of Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP 2.3(g). The Company shall give Buyer Parent prompt notice and a copy of any written demands for appraisal received by itappraisal, attempted withdrawals of such demands, and any other instruments served pursuant to the New York applicable Law that are received by DOCP the Company relating to Company Stockholders’ rights of appraisal, and relating thereto. DOCP Parent shall have the opportunity and Buyer shall jointly right to direct all negotiations and proceedings with respect to demands for appraisal by Company stockholders under the New York LawDGCL, so long as Parent does not create any pre-Closing obligations of the Company. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent, voluntarily make any payment with respect to any demands for appraisal, or offer to settle, settle or settle, settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders a stockholder who shall have not voted is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in favor all respects with, the provisions of Section 262 of the Merger or consented thereto in writing Delaware Law (such stockholders, the “Dissenting Stockholders” and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 shares of Company Common Stock, the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "“Dissenting Shares") ”), shall not be converted into or represent be exchangeable for the right to receive cash pursuant to Section 2.1. Such shareholders the Merger Consideration, but instead such holder shall be entitled to receive payment of the appraised fair value of such DOCP Dissenting Shares held by them in accordance with the provisions of Section 262 of the New York LawDelaware Law (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except that all the right to receive the fair value of such Dissenting Shares held by shareholders who in accordance with the provisions of Section 262 of the Delaware Law), unless and until such holder shall have failed to perfect or who effectively shall have withdrawneffectively waived, forfeited withdrawn or lost their rights to appraisal of such DOCP Shares under the New York Law Delaware Law. If any Dissenting Stockholders shall have failed to perfect or shall have effectively waived, withdrawn or lost such rights, the Dissenting Shares held by such Dissenting Stockholder shall thereupon be deemed to have been converted into and to have become exchangeableconverted, as of the Effective Time, for into the right to receive, without any interest thereon, receive the applicable consideration Merger Consideration as provided in Section 2.12.02, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP without interest. The Company shall give Buyer Parent prompt notice of any written demands for appraisal received by itof any shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to the New York Delaware Law and received by DOCP the Company relating to stockholders’ rights of appraisal in accordance with the provisions of Section 262 of the Delaware Law, and relating thereto. DOCP and Buyer Parent shall jointly have the right to direct all negotiations and proceedings with respect to demands for appraisal under the New York Lawall such demands. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent, make any payment with respect to any demands for appraisalto, settle or offer or agree to settle, or settle, settle any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares if Section 180.1302 of the Wisconsin Statutes shall be applicable to the Merger, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by shareholders Company Shareholders who shall have not consented to the Merger or, in the event a meeting of Shareholders is held to approve the Merger, have not voted such shares in favor of the Merger or consented thereto in writing and Merger, who shall be entitled to and have delivered a written demand for the fair value of such shares in the manner provided in Section 180.1323 of the Wisconsin Statutes, who shall have demanded properly in writing payment submitted such shares for such DOCP Shares in accordance with Sections 910 endorsement, and 623 who, as of the New York Law and who Effective Time, shall not have effectively withdrawn or lost such demand or otherwise have forfeited appraisal right to dissenters' rights (collectively, "Dissenting SharesDISSENTING SHARES") shall not be converted into or represent the a right to receive cash the Merger Consideration pursuant to Section 2.1. Such shareholders 2.01 hereof, but the holders thereof shall be entitled only to such rights as are granted by Section 180.1325 of the Wisconsin Statutes. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 180.1325 of the Wisconsin Statutes shall receive payment of therefor from the appraised value of such DOCP Shares held by them Surviving Corporation in accordance with the provisions Wisconsin Statutes; PROVIDED, HOWEVER, that if any such holder of Dissenting Shares shall have effectively withdrawn such holder's demand for appraisal of such shares (with the consent of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited Company) or lost their rights such holder's right to appraisal and payment of such shares, such holder or holders (as the case may be) shall forfeit the right to appraisal of such DOCP Shares under the New York Law shares and each such share shall thereupon be deemed to have been converted into canceled, extinguished and to have become exchangeableconverted, as of the Effective Time, for into and represent the right to receivereceive payment from the Surviving Corporation of the Merger Consideration, without any interest thereon, the applicable consideration as provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares2.01 hereof. (b) DOCP The Company shall give Buyer (i) prompt notice of any demands written demand for appraisal received by itfair value, withdrawals any withdrawal of such demands, a demand for fair value and any other instruments instrument served pursuant to Section 180.1323 of the New York Law Wisconsin Statutes received by DOCP the Company and relating thereto. DOCP and Buyer shall jointly (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal fair value under Section 180.1325 of the New York LawWisconsin Statutes. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherBuyer, voluntarily make any payment with respect to any demands demand for appraisal, fair value or offer to settle, settle or settle, settle any such demandsdemand.

Dissenting Shares. (a) Notwithstanding any other provision SECTION 2.1, shares of this Agreement to the contrary, DOCP Shares Company Common Stock issued and outstanding immediately prior to the Effective Time and held by shareholders a holder who shall have not voted is entitled to demand and has properly exercised his or her demand for appraisal rights under, and complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 of Delaware Law (the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders Merger Consideration, but the holders of Dissenting Shares shall be entitled to receive payment of the appraised fair value of such DOCP Shares held by them shares in accordance with the provisions of Section 262 of the New York Delaware Law; provided, except however, that all Dissenting Shares held by shareholders who if any such holder shall have failed to perfect or who otherwise shall effectively shall have withdrawnwaive, forfeited withdraw or lost their rights lose the right to appraisal and payment under the Delaware Law or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the Delaware Law, then the right of such DOCP holder to be paid the fair value of such holder's Dissenting Shares under Section 262 of the New York Delaware Law shall cease to exist and such holder's shares of Company Common Stock shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receive, without any interest thereoninterest, the applicable consideration provided in Section 2.1Merger Consideration receivable by Non-Election Shares, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced and such DOCP shares shall be deemed not to be Dissenting Shares. (b) DOCP . The Company shall give Buyer DHI (i) prompt notice of any notices or demands for appraisal or payment for shares of Company Common Stock received by it, withdrawals of such demands, the Company and any other instruments served pursuant (ii) the opportunity to the New York Law received by DOCP participate and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Lawsuch notices or demands. Neither DOCP nor Buyer shallThe Company shall not, except with without the prior written consent of the otherDHI, make any payment with respect to any demands for appraisal, or offer to settleto, or settle, offer to settle or otherwise negotiate any such demands.demands for appraisal or payment for shares of Company Common Stock. The parties acknowledge that the amounts referred to in SECTIONS 2.1.3(d) and (f) in respect of Dissenting Shares are included for tax planning purposes only and

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and that are held by shareholders Company Stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have properly demanded properly in writing payment appraisal for such DOCP Shares shares in accordance with Sections 910 and 623 Section 262 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights DGCL (collectively, "the “Dissenting Shares"”) shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders a portion of the Aggregate Merger Consideration and holders of Dissenting Shares shall instead be entitled only to receive payment such rights as are granted by DGCL to a holder of the appraised value of such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP Notwithstanding the provisions of Section 1.13(a), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) his, her or its appraisal rights, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares of Company Capital Stock shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock to which such holder of Company Capital Stock would otherwise be entitled under Section 1.5, without interest thereon, upon surrender of the Company Stock Certificate representing such shares. (c) The Company shall give Buyer Parent: (i) prompt notice of: (A) any written demand received by the Company prior to the Effective Time for appraisal rights pursuant to Section 262 of the DGCL; (B) any withdrawal of any demands for appraisal received by it, withdrawals of such demands, demand; and (C) any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the New York Law received by DOCP DGCL; and relating thereto. DOCP and Buyer shall jointly direct (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the New York Lawany such demand, notice or instrument. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the other, Parent (to be given in Parent’s sole discretion) make any payment with respect to any such demands for appraisal, or offer to settle, settle or settle, settle any such demands. (d) Notwithstanding the foregoing, to the extent that Parent, the Surviving Entity or the Company is (i) required by applicable Law to make any per share payment or payments in respect of Dissenting Shares in excess of the applicable Per Share Closing Consideration that otherwise would have been payable in respect of such share under this Agreement, plus the applicable portion of any Contingent Payment, Adjustment Amount or amount released from the Adjustment Escrow Funds or the Securityholders’ Representative Reserve, in each case if and to the extent paid or released and only when paid or released pursuant to the terms of this Agreement and the Escrow Agreement, as applicable, and/or (ii) pays reasonable out-of-pocket costs or expenses (including reasonable out-of-pocket attorneys’ fees, costs and expenses in connection with any Legal Proceeding commenced by a holder of Dissenting Shares or a person claiming to be a holder of Dissenting Shares) incurred in respect of any Dissenting Shares (such excess, together with such costs and expenses, the “Dissenting Share Payments”), Parent shall be entitled to recover the amount of such Dissenting Share Payments in accordance with, and subject to the limitations set forth in, Section 8.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares outstanding immediately prior to the Effective Time and held by shareholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights any shares (collectively, "Dissenting Shares") of Company Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the laws of the State of Delaware and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights, shall not be converted into or represent the a right to receive cash Primenet Stock pursuant to Section 2.1. Such shareholders 1.6 hereof, but the holder thereof shall only be entitled to receive payment such rights as are granted by the laws of the appraised value State of such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP SharesDelaware. (b) DOCP Notwithstanding the provisions of Section 1.7(a) hereof, if any holder of Company Stock who demands appraisal of such shares under the laws of the State of Delaware shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's Company Stock shall automatically be converted into and represent only the right to receive Primenet Stock pursuant to Section 1.6 hereof, without interest thereon, upon surrender of the certificate representing such shares as set forth herein. (c) GlobalCenter shall give Buyer Primenet (i) prompt notice of any written demands for appraisal received by itof any shares of Company Stock, withdrawals of such demands, and any other instruments served pursuant to the New York Law laws of the State of Delaware and received by DOCP GlobalCenter and relating thereto. DOCP and Buyer shall jointly direct (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the New York Lawlaws of the State of Delaware. Neither DOCP nor Buyer shallGlobalCenter shall not, except with the prior written consent of the otherPrimenet, voluntarily make any payment with respect to any demands for appraisal, appraisal of Company Stock or offer to settle, settle or settle, settle any such demands. To the extent that there are sufficient funds held by GlobalCenter at the Closing, all payments with respect to Dissenting Shares shall be made out of funds of GlobalCenter, and no payments with respect to Dissenting Shares shall be made out of the funds of Primenet unless insufficient funds are available therefor out of the funds of GlobalCenter.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares that are outstanding immediately prior to the Effective Time and that are held by shareholders a stockholder (a “Dissenting Stockholder”) who shall have not voted is entitled to demand, and who properly demands, appraisal of such Shares pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for DGCL (such DOCP Shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn Section, “Section 262” and, such demand or otherwise have forfeited appraisal rights (collectivelyShares, "“Dissenting Shares"”) shall not be converted into or represent the right to receive cash pursuant to the Merger Consideration as provided in Section 2.1. Such shareholders 2.1(b), but rather, such Dissenting Stockholder shall be entitled only to receive payment of the appraised fair value of such DOCP Dissenting Shares held by them in accordance with Section 262 (and, at the provisions of the New York LawEffective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any right with respect thereto, except that all the right to receive the fair value of such Dissenting Shares held by shareholders who in accordance with Section 262); provided, that if any Dissenting Stockholder shall have failed fail to perfect or who effectively otherwise shall have withdrawnwaive, forfeited withdraw or lost their rights lose the right to appraisal under Section 262, then the right of such DOCP Dissenting Stockholder to be paid the fair value of such stockholder’s Dissenting Shares under the New York Law shall thereupon cease and such Dissenting Shares shall be deemed to have been converted into as of the Effective Time into, and to have become exchangeableexchangeable solely for, as of the Effective Time, for the right to receive, receive the Merger Consideration (without any interest thereon, the applicable consideration ) as provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP shall 2.1(b). The Company will give Buyer Parent prompt notice of any written demands to receive fair value for appraisal received Shares held by ita stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to the New York applicable Law received by DOCP the Company relating to rights to appraisal with respect to the Merger. The Company will give Parent and relating thereto. DOCP Purchaser the opportunity to participate in and Buyer shall jointly direct all negotiations and proceedings with respect to demands for assertion of appraisal under the New York Lawrights. Neither DOCP nor Buyer shallThe Company will not, except with the prior written consent of the otherParent and Purchaser, make any payment with respect to any demands for appraisalpayment of fair value for Dissenting Shares, or offer to settle, settle or settle, settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, DOCP Shares shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time and (other than shares of Company Capital Stock cancelled in accordance with Section 3.1(a)) held by shareholders a holder who shall have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who shall be is entitled to demand and shall have demanded has properly in writing payment for exercised and perfected appraisal rights of such DOCP Shares shares in accordance with Sections 910 and 623 Section 262 of the New York Law and who shall not have withdrawn DGCL (such demand shares of Company Capital Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise have forfeited waives, withdraws, or loses such holder’s appraisal rights (collectively, "Dissenting Shares"under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or represent loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive cash pursuant to Section 2.1. Such shareholders shall be entitled to receive payment a portion of the appraised value of such DOCP Shares held by them Aggregate Merger Consideration in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receiveSection 3.1(b), without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, transfer of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP shares. The Company shall give Buyer prompt promptly provide Parent written notice of any demands received by the Company for appraisal received by itof shares of Company Capital Stock, withdrawals any withdrawal of any such demands, demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the New York Law received by DOCP DGCL that relates to such demand, and relating thereto. DOCP and Buyer Parent shall jointly direct have the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the New York Law. Neither DOCP nor Buyer shall, except with the prior written consent of the other, make any payment with respect to any demands for appraisal, or offer to settle, or settle, any such demands.

Dissenting Shares. (a) 2.4.1 Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares outstanding immediately prior to the Effective Time and held by shareholders who shall have not voted in favor shares of Company Stock that, as of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 Effective Time, constitute “dissenting shares” within the meaning of Section 262 of the New York Law and who shall not have withdrawn DGCL (any such demand shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise have forfeited loses such holder’s appraisal rights (collectivelyunder Section 262 of the DGCL with respect to such shares), "Dissenting Shares") shall will not be converted into or represent the right to receive cash in accordance with Section 2.3.5, 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 (and at the Merger Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 2.1. Such shareholders shall be entitled to receive payment 262 of the appraised DGCL); provided, however, that if a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws, has failed to perfect or otherwise 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 Merger Effective Time or the date on which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares (and the right of such holder to be paid the fair value of such DOCP holder’s Dissenting Shares held by them under Section 262 of the DGCL will cease) and will be converted into the right to receive a cash payment determined in accordance with and subject to the provisions of Section 2.3.5 upon delivery of a Letter of Transmittal in accordance with the provisions terms of Section 2.6. 2.4.2 The Company shall give Parent prompt notice of: (a) any written demand received by the Company prior to the Merger Effective Time for appraisal rights pursuant to Section 262 of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. DGCL; (b) DOCP shall give Buyer prompt notice any withdrawal of any demands for appraisal received by it, withdrawals of such demands, demand; and (c) any other instruments served demand, notice or instrument delivered to the Company prior to the Merger Effective Time pursuant to the New York Law received by DOCP and relating theretoDGCL. DOCP and Buyer The Company shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Law. Neither DOCP nor Buyer shallnot, except with the prior written consent of the otherParent (which shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any such demands for appraisal, or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares outstanding immediately prior if Sections 302A.471 and 302A.473 of the MBCA are applicable to the Effective Time Merger, Outstanding Shares that are issued and outstanding as of the record date of the meeting of the Company Shareholders called for the purpose of voting on this Agreement and the Merger and that are held by shareholders Company Shareholders who shall have not voted such shares in favor of the Merger or consented thereto in writing and Merger, who shall be entitled have delivered, prior to and shall have demanded properly any vote on the Merger, a written demand for the fair value of such shares in writing payment for such DOCP Shares the manner provided in accordance with Sections 910 and 623 Section 302A.473 of the New York Law MBCA and who who, as of the Effective Time, shall not have effectively withdrawn or lost such demand or otherwise have forfeited right to appraisal rights (collectively, "Dissenting Shares") ), shall not be converted into or represent the a right to receive cash pursuant to Section 2.1. Such shareholders any portion of the Total Merger Consideration, but the holders thereof shall be entitled only to such rights as are granted by Sections 302A.471 and 302A.473 of the MBCA. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Sections 302A.471 and 302A.473 of the MBCA shall receive payment of therefor from the appraised value of such DOCP Shares held by them Surviving Corporation in accordance with the provisions MBCA; provided, however, that if, prior to the Effective Time, any such holder of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited withdrawn such holder's demand for appraisal of such shares or lost their rights such holder's right to appraisal of such DOCP Shares shares under Sections 302A.471 and 302A.473 of the New York Law MBCA, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and each such share shall thereupon be deemed to have been converted into canceled, extinguished and to have become exchangeableconverted, as of the Effective Time, for into and represent the right to receive, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, receive payment of the Certificate or Certificates that formerly evidenced Merger Consideration Per Share to be paid therefor pursuant to Section 2.01, and such DOCP shares shall not be deemed to be Dissenting Shares. (b) DOCP The Company shall give Buyer Parent (i) prompt notice of any demands written demand for appraisal received by itfair value, withdrawals any withdrawal of such demands, a demand for fair value and any other instruments instrument served pursuant to Sections 302A.471 and 302A.473 of the New York Law MBCA received by DOCP the Company and relating thereto. DOCP and Buyer shall jointly (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal fair value under such sections of the New York LawMBCA. Neither DOCP nor Buyer shallThe Company shall have the right to participate in such negotiations and proceedings. The Company shall not, except with the prior written consent of the otherParent (which will not be unreasonably withheld or delayed) or as otherwise required by law, make any payment with respect to any demands for appraisalto, settle or offer to settle, or settle, any such demands.

Dissenting Shares. MDI Shares (a) Notwithstanding any other provision that are issued and outstanding on the date for 5 determination of this Agreement the MDI Shareholders entitled to vote on the contrary, DOCP Shares outstanding immediately prior to the Effective Time and held by shareholders who shall have Merger; (b) that are not voted in favor of the Merger or consented thereto in writing and who shall be entitled Merger; (c) with respect to and shall have which the fair market value (the "Fair Market Value") has been properly demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 the applicable provisions of the New York Law CGCL; and who shall not have withdrawn such demand or (d) that otherwise have forfeited appraisal rights are entitled to be dissenting shares under the CGCL (collectively, "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration provided for in this Article I unless and until (a) the holder of such Dissenting Shares withdraws his demand for the Fair Market Value in accordance with the applicable provisions of the CGCL; or (b) the Dissenting Shares lose their status as such in accordance with the applicable provisions of the CGCL (except in the situation where MDI or Ultrak abandon the Merger, or to the extent permissible, the Dissenting Shares are transferred by the holder thereof, prior to endorsement, to a third party). Upon the happening of either event specified in the preceding sentence, then, as of the Effective Date or the occurrence of either event, whichever later occurs, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive cash pursuant the Merger Consideration provided for in this Article I. If any holder of Dissenting Shares shall assert the right to Section 2.1. Such shareholders shall be entitled to receive payment of paid the appraised value Fair Market Value of such DOCP Dissenting Shares held by them in accordance with the provisions of CGCL prior to the New York LawClosing, except that all Dissenting Shares held by shareholders who then MDI shall give Ultrak notice thereof and Ultrak shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the applicable consideration provided participate in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP shall give Buyer prompt notice of any demands for appraisal received by it, withdrawals of such demands, and any other instruments served pursuant to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Lawany such demands. Neither DOCP nor Buyer shallMDI shall not, except with the prior written consent of the otherUltrak, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle, or settle, any such demandsdemand for the Fair Market Value of any Dissenting Shares.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares outstanding each share of N-able US Common Stock or Series E Share that, immediately prior before the Effective Time, was held by any Person who has duly exercised in connection with the Merger the appraisal rights afforded to Dissenting Stockholders pursuant to the Effective Time and held by shareholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for DGCL (such DOCP Shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (shares, collectively, "“Dissenting Shares"”) shall not will be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders shall be entitled to receive payment of the appraised fair value of such DOCP Shares held by them shares determined in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who DGCL and shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon not be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, receive the applicable consideration provided Purchase Price in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Sharesaccordance with this Article III hereof. (b) DOCP N-able shall generally keep SolarWinds reasonably informed of the status of any demands for appraisal received by N-able, which shall specifically include that N-able shall give Buyer SolarWinds prompt notice of any demands for appraisal received by itN-able, withdrawals of such demands, and any other instruments related thereto served pursuant to the New York Law DGCL and received by DOCP and relating thereto. DOCP and Buyer N-able; provided, however, that N-able shall jointly direct all have the right in its sole discretion to conduct any such negotiations and or proceedings with respect to demands for appraisal under the New York LawDGCL. (c) If there are any Dissenting Stockholders, SolarWinds shall withhold from the Closing Cash Consideration the Dissenting Stockholders’ Amount. Neither DOCP nor Buyer shall, except with The Surviving Corporation shall be solely responsible for payment of all amounts in the prior written consent of the other, make any event that appraisal and payment rights with respect to any demands Dissenting Shares are duly exercised pursuant to Section 262 of the DGCL or for appraisal, paying the Purchase Price to such Stockholders in the event that appraisal rights were not duly exercised or offer to settle, or settle, any such demandswere withdrawn.

Dissenting Shares. (a) Notwithstanding any other provision provisions of this Agreement to the contrary, DOCP Shares which are issued and outstanding immediately prior to the Effective Time and which are held by shareholders a Company Stockholder who shall have has not voted in favor approved of the Merger or consented thereto in writing and who shall be entitled by written consent and, with respect to and which, appraisal rights shall have demanded properly in writing payment for such DOCP Shares been duly exercised in accordance with Sections 910 and 623 Section 607.1320 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights FBCA (collectively, "Dissenting Shares") shall not be converted into or represent the a right to receive cash the Merger Consideration. The holders of Dissenting Shares shall be entitled only to such rights as are granted by Section 607.1320 of the FBCA. Each holder of Dissenting Shares who becomes entitled to payment for such Shares pursuant to Section 2.1. Such shareholders 607.1320 of the FBCA shall be entitled to receive payment of therefor from the appraised value of such DOCP Shares held by them Surviving Corporation in accordance with the provisions FBCA; provided, however, that (i) if any such holder of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect establish his or who effectively its entitlement to appraisal rights as provided in Section 607.1320 of the FBCA, (ii) if any such holder of Dissenting Shares shall have withdrawn, forfeited effectively withdrawn his or its demand for appraisal of such Shares or lost their rights his or its right to appraisal and payment for his or its Shares under Section 607.1320 of the FBCA or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 607.1320 of the FBCA, such holder shall forfeit the right to appraisal of such DOCP Shares under the New York Law and each such Share shall thereupon be deemed to have treated as if such Share had been converted into and to have become exchangeableconverted, as of the Effective Time, for the into a right to receive, subject to the provisions of Section 1.10 hereof, the Merger Consideration, without any interest thereon, from the applicable consideration Surviving Corporation as provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares1.07(a) hereof. (b) DOCP shall give Buyer prompt notice of any demands for appraisal received by it, withdrawals of such demands, and any other instruments served pursuant to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Law. Neither DOCP nor Buyer shall, except with the prior written consent of the other, make any payment with respect to any demands for appraisal, or offer to settle, or settle, any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares outstanding immediately prior contrary (but subject to the Effective Time and held by shareholders who shall have other provisions of this Section 2.4), any shares of Common Stock for which the holder thereof (i) has not voted in favor of the Merger or consented thereto to it in writing and who shall be entitled to (ii) has properly and shall have demanded properly validly exercised their statutory rights of appraisal in writing payment for respect of such DOCP Shares shares of Common Stock in accordance with Sections 910 and 623 Section 262 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights DGCL (collectively, "the “Dissenting Shares") ”), shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders shall be entitled to receive payment of the appraised value of such DOCP Shares held by them Merger Consideration in accordance with Section 2.1(c), but instead shall entitle the provisions holders thereof only to such rights as may be granted to them under Section 262 of the New York Law, except DGCL; provided that all any Dissenting Shares Share held by shareholders who shall have failed a Person that effectively withdraws or loses his, her or its appraisal rights under Section 262 of the DGCL (through failure to perfect such appraisal rights or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall otherwise) will thereupon (i) be deemed no longer to have be a Dissenting Share and (ii) be treated as if it had been converted into and to have become exchangeable, as of automatically at the Effective Time, for Time into the right to receive, without any interest thereon, receive the applicable consideration provided in Section 2.1, Merger Consideration upon surrendersurrender of the Certificate formerly representing such shares or, in the manner provided case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, in each case in accordance with Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP The Company shall give Buyer Parent (i) prompt notice of any written demands for appraisal received by itof any shares of Common Stock, any withdrawals of such demands, demands and any other instruments instrument served pursuant on the Company under the DGCL and (ii) the right to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct participate in all negotiations and proceedings with respect to such demands for appraisal under appraisal. Except to the New York extent required by applicable Law. Neither DOCP nor Buyer shall, except with the prior written consent of the other, Company shall not offer to make or make any payment with respect to any such demands for appraisalappraisal without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or offer to settle, or settle, any such demandsconditioned.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement anything contained herein to the contrary, DOCP any Dissenting Shares outstanding immediately prior to the Effective Time and held by shareholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "Dissenting Shares") shall not be converted into or represent the right to receive the cash amount provided for in Section 2.2(b), but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to Section 2.1Washington Law. Such shareholders shall be Each holder of Dissenting Shares who, pursuant to the provisions of Washington Law, becomes entitled to payment thereunder for such shares shall receive payment of the appraised value of such DOCP Shares held by them therefore in accordance with Washington Law (but only after the provisions of the New York Law, except that all Dissenting Shares held by shareholders who value therefor shall have failed been agreed upon or finally determined pursuant to perfect or who effectively shall have withdrawnsuch provisions). If, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of after the Effective Time, for any Dissenting Shares shall lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receivereceive the cash payable pursuant to Section 2.2(b), without any interest thereonsubject to the provisions of Section 2.2(e) and Section 2.4, in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall issue and deliver to the holder thereof, as promptly as reasonably practicable, following the satisfaction of the applicable conditions set forth in Section 6.2, the applicable amount of consideration provided to which such holder would be entitled in respect thereof under Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced 2.2 as if such DOCP shares never had been Dissenting Shares. (b) DOCP . The Company shall give Buyer Acquirer (i) prompt notice of any demands for appraisal or purchase received by itthe Company, withdrawals of such demands, and any other instruments served pursuant to the New York Washington Law and received by DOCP the Company and relating thereto. DOCP and Buyer shall jointly (ii) the right to direct all negotiations and proceedings with respect to demands for appraisal or purchase under the New York Washington Law. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherAcquirer, or as otherwise required under Washington Law, voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle, any claim or settle, demand in respect of any such demandsDissenting Shares. The payout of consideration under this Agreement to the shareholders of the Company (other than to holders of Dissenting Shares who shall be treated as provided in this Section 2.3 and under Washington Law) shall not be affected by the exercise or potential exercise of appraisal rights under Washington Law by any other shareholder of the Company.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contraryAgreement, DOCP Shares shares of Cryenco Common Stock that are outstanding immediately prior to the Effective Time and which are held by shareholders holders of shares of Cryenco Common Stock who shall have (a) not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have writing, (b) demanded properly in writing payment appraisal for such DOCP Shares shares in accordance with Sections 910 and 623 Section 262 of the New York Law DGCL, and who shall (c) not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, the "Dissenting Shares") ), shall not be converted into or represent the right to receive cash pursuant to Section 2.1any part of the Merger Consideration. Such shareholders holders of shares of Cryenco Common Stock shall be entitled to receive payment of the appraised value of such DOCP Shares held by them their shares in accordance with the provisions of the New York Lawsuch Section 262, except that all Dissenting Shares held by shareholders holders who shall have failed to perfect or who effectively shall have withdrawn, forfeited withdrawn or lost their appraisal rights to appraisal of under such DOCP Shares under the New York Law Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, cash in the applicable consideration provided in Section 2.1amount of $2.75 per share of Cryenco Common Stock, upon surrender, in the manner provided in Section 2.23.2, of the Certificate certificate or Certificates certificates that formerly evidenced such DOCP Shares. (b) DOCP shares of Cryenco Common Stock. Cryenco shall give Buyer Chart (i) prompt notice of any demands for appraisal received by itCryenco, withdrawals of such demands, and any other instruments served pursuant to the New York Law DGCL and received by DOCP Cryenco and relating thereto. DOCP and Buyer shall jointly direct (ii) the opportunity to participate in all negotiations and proceedings occurring prior to the Effective Time with respect to demands for appraisal under DGCL. Chart shall direct all proceedings with respect to appraisal demands after the New York LawEffective Time. Neither DOCP nor Buyer shallCryenco shall not, except with the prior written consent of the otherChart, make any payment with respect to any demands for appraisal, or offer to settle, or settle, any such demands. Dissenting Shares shall not, after the Effective Time, be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except for dividends or other distributions payable to stockholders of record as of a time prior to the Effective Time).

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares and solely to the extent available to Hyde Park stockholders under Section 262 of the DGCL, Hyde Park Common Stock that is outstanding immediately prior to the Hyde Park Effective Time and that is held by shareholders stockholders who shall not have not voted in favor of the Hyde Park Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment appraisal (“Dissent Rights”) for such DOCP Shares shares (collectively, the “Dissenting Shares”) in accordance with Sections 910 and 623 Section 262 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "Dissenting Shares") DGCL shall not be converted into or represent the right to receive cash shares of Parent Common Stock. To the extent Dissent Rights are available pursuant to Section 2.1. Such shareholders 262 of the DGCL, such stockholders shall be entitled to receive payment of the appraised value of such DOCP the Dissenting Shares held by them in accordance with the provisions of the New York Law, said Section 262 except that all Dissenting Shares held by shareholders stockholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited withdrawn or lost their rights to appraisal of such DOCP Dissenting Shares under the New York Law such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Merger Effective Time, for the right to receive, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, shares of Parent Common Stock in the manner provided in Section 2.22.1 above. For the avoidance of doubt, neither Hyde Park nor any other Party intends to confer upon any Hyde Park stockholder any right of appraisal or dissenters’ right that is in addition to the rights to which Hyde Park stockholders are expressly entitled under Section 262 of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP shall give Buyer prompt notice of any demands for appraisal received DGCL by it, withdrawals of such demands, and any other instruments served pursuant to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Law. Neither DOCP nor Buyer shall, except with the prior written consent reason of the other, make any payment with respect to any demands for appraisal, or offer to settle, or settle, any such demandsHyde Park Merger.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares that are issued and outstanding immediately prior to the Effective Time and which are held by shareholders holders who shall have not voted in favor of or consented to the Merger or consented thereto in writing and who shall have properly demanded and perfected their rights to be entitled to and shall have demanded properly in writing payment for paid the fair value of such DOCP Shares in accordance with Sections 910 and 623 Section 262 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights DGCL (collectively, the "Dissenting Shares") shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders the Merger Consideration, and the holders thereof shall be entitled to receive payment only such rights as are granted by Section 262 of the appraised value of DGCL; provided, however, that if any such DOCP Shares held by them in accordance with the provisions stockholder of the New York Law, except that all Dissenting Shares held by shareholders who Company shall have failed fail to perfect or who shall effectively shall have withdrawnwaive, forfeited withdraw or lost their lose such stockholder's rights under Section 262 of the DGCL, such stockholder's Shares in respect of which such stockholder would otherwise be entitled to appraisal receive fair value under Section 262 of such DOCP Shares under the New York Law DGCL shall thereupon be deemed to have been converted into and to have become exchangeableconverted, as of at the Effective Time, for into the right to receivereceive the Merger Consideration as provided in Section 2.1(a), less any applicable Taxes required to withheld and without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, surrender of the Certificate or Certificates that formerly evidenced representing such DOCP Shares, or transfer of the Uncertificated Share or Shares, pursuant to Section 2.2. (b) DOCP The Company shall give Buyer Parent (i) prompt written notice of any demands for appraisal notice (whether written or oral) received by itthe Company of the intent of any holder of Shares to demand the fair value of any Shares, any written demand for appraisal, any withdrawals of such demands, thereof and any other instruments served pursuant to Section 262 of the New York Law DGCL and received by DOCP the Company and relating thereto. DOCP and Buyer shall jointly (ii) the opportunity to direct all negotiations and proceedings with respect to demands for the exercise of appraisal rights under Section 262 of the New York LawDGCL. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent or as otherwise required by an Order, make any payment with respect to any demands for appraisal, such exercise of appraisal rights or offer to settle, settle or settle, settle any such demandsdemands or extend or waive the deadline or other time period applicable to any dissenters' rights; provided, however, that the Company shall give Parent advance written notice of the requirement to make any payment pursuant to an Order prior to making such payment.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares shares of GFHF Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by shareholders a shareholder who shall have did not voted vote in favor of the Merger (or consented consent thereto in writing writing) and who shall be is entitled to demand and shall have demanded properly demands the fair value of such shares pursuant to, and who complies in writing payment for such DOCP Shares in accordance with all respects with, the provisions of Sections 910 and 623 607.1301 to 607.1333 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights FBCA (collectively, "the “Dissenting Shares") ”), shall not be converted into or represent be exchangeable for the right to receive cash pursuant to Section 2.1. Such shareholders the Merger Consideration, but instead the holder of such Dissenting Shares shall be entitled to receive payment of the appraised fair value of such DOCP Shares held by them shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the New York LawFBCA (and at the Effective Time, except that all such Dissenting Shares held by shareholders who shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such holder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of GFHF Common Stock under such provisions of the FBCA. If any shareholder dissenting pursuant to Sections 607.1301 to 607.1333 of the FBCA and this Section 1.4(d) shall have failed to perfect or who effectively shall have withdrawn, forfeited effectively withdrawn or lost their rights to appraisal such right, such holder’s shares of such DOCP Shares under the New York Law GFHF Common Stock shall thereupon be deemed to have treated as if they had been converted into and to have become exchangeable, Exchangeable Shares as of the Effective Time, for eligible to receive the right to receiveMerger Consideration in accordance with Section 1.4(b), without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP . GFHF shall give Buyer CenterState (i) prompt notice of any demands for appraisal received by itwritten notices to exercise dissenters’ rights in respect of any shares of GFHF Common Stock, attempted withdrawals of such demands, notices and any other instruments served pursuant to the New York Law FBCA and received by DOCP GFHF relating to dissenters’ rights and relating thereto. DOCP and Buyer shall jointly direct all (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal fair value under the New York LawFBCA. Neither DOCP nor Buyer shallGFHF shall not, except with the prior written consent of the otherCenterState, voluntarily make any payment with respect to any demands for appraisal, or offer to settleto, or settle, or offer or agree to settle, any such demandsdemand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Article II to pay for shares of GFHF Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demand.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrarycontrary and to the extent available under the IBCA, DOCP Western Shares that are outstanding immediately prior to the Effective Time and that are held by shareholders who shall have not neither voted in favor of the Merger or nor consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment appraisal for such DOCP Shares in accordance with Sections 910 and 623 Section 1302 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights IBCA (collectively, the "Dissenting Shares") shall not be converted into into, or represent the right to receive cash pursuant to Section 2.1receive, the Merger Consideration. Such shareholders shall be entitled to receive payment of the appraised value of such DOCP Dissenting Shares held by them in accordance with the provisions of such Section 1302 of the New York LawIBCA, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited withdrawn or lost their rights to appraisal of such DOCP Dissenting Shares under such Section 1302 of the New York Law IBCA shall thereupon be deemed to have been converted into into, and to have become exchangeableexchangeable for, as of the Effective Time, for the right to receivereceive the Merger Consideration, without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.22.03, of the Certificate certificate or Certificates certificates that formerly evidenced such DOCP Western Shares. (b) DOCP Western shall give Buyer Romarco (i) prompt notice of any demands for appraisal received by itWestern, withdrawals of such demands, and any other instruments served pursuant to the New York Law IBCA and received by DOCP Western and relating thereto. DOCP and Buyer shall jointly (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the New York LawIBCA. Neither DOCP nor Buyer shallWestern shall not, except with the prior written consent of the otherRomarco, make any payment with respect to any demands for appraisal, appraisal or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares shares (the “Dissenting Shares” ) of the Company Common Stock and Company Preferred Stock issued and outstanding immediately prior to the Effective Time and that are held by shareholders any holder who shall have not voted in favor is entitled to demand and properly demands appraisal of the Merger or consented thereto in writing such shares pursuant to, and who shall be entitled to and shall have demanded properly complies in writing payment for such DOCP Shares in accordance with Sections 910 and 623 all respects with, the provisions of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "Dissenting Shares") Section 262 shall not be converted into or represent the right to receive cash pursuant to the applicable Merger Consideration as provided in Section 2.1. Such shareholders 1.5(a) or 1.5(b), as applicable, but instead such holder shall be entitled to receive payment of the appraised fair value of such DOCP Shares held by them shares in accordance with the provisions of Section 262. At the New York LawEffective Time, except that all Dissenting Shares held by shareholders who shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have failed 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 who effectively otherwise shall have withdrawnwaive, forfeited withdraw or lost their rights 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 DOCP holder to be paid the fair value of such holder’s Dissenting Shares under the New York Law Section 262 shall thereupon cease and such Dissenting Shares shall be deemed to have been converted into and to have become exchangeable, as of at the Effective TimeTime into, for and shall have become, the right to receive, without any interest thereon, receive the applicable consideration Merger Consideration as provided in Section 2.11.5(a) or 1.5(b), upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP as applicable. The Company shall give Buyer deliver prompt notice to NFP of any demands for appraisal received by it, withdrawals of such demands, any shares of Company Common Stock and any other instruments served pursuant Company Preferred Stock and NFP shall have the right to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the New York Law. Neither DOCP nor Buyer shallEffective Time, except with the Company shall not, without the prior written consent of the otherNFP, make any payment with respect to any demands for appraisalto, or settle or offer to settle, or settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any other provision Section 2.03, shares of this Agreement to the contrary, DOCP Shares Company Common Stock issued and outstanding immediately prior to the Effective Time and held by shareholders a holder who shall have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing writing, who is entitled to appraisal and who shall be entitled to has properly exercised and shall have demanded properly in writing payment validly perfected appraisal rights for such DOCP Shares shares in accordance with Sections 910 and 623 Section 262 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "Dissenting Shares") DGCL shall not be converted into or represent the a right to receive cash pursuant to Section 2.1. Such shareholders the Per Share Merger Consideration but instead shall be entitled only to receive payment of the appraised value of such DOCP Shares held by them shares in accordance with the provisions Section 262 of the New York LawDGCL following which such shares shall automatically be canceled and shall cease to exist; provided, except however, that all Dissenting Shares held if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by shareholders who Section 262 of the DGCL, such shares of Company Common Stock shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have treated as if they had been converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receivereceive the Per Share Merger Consideration (less any amounts previously paid to such holder pursuant to Section 262(h) of the DGCL) in accordance with Section 2.03(a), without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, surrender of the Certificate or Certificates that formerly evidenced representing such DOCP Shares. (b) DOCP shares. The Company shall give Buyer provide Parent prompt written notice of any demands received by the Company for appraisal received by itof shares of Company Common Stock, withdrawals any withdrawal of any such demands, demand and any other instruments served demand, notice, instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the New York Law received by DOCP DGCL that relate to such demand, and relating thereto. DOCP Parent shall have the opportunity and Buyer shall jointly direct right to participate in all negotiations and proceedings Proceedings with respect to demands for appraisal under the New York Lawsuch demands. Neither DOCP nor Buyer shall, except Except with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the other, Company shall not make any payment with respect to any demands for appraisalto, or offer to settle, settle or settle, any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP including Section 4.1, Common Shares issued and outstanding immediately prior to the Merger Effective Time (other than shares cancelled in accordance with Section 4.1(a)) and held by shareholders a holder who shall have not voted in favor has properly exercised appraisal rights of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing payment for such DOCP Shares shares in accordance with Sections 910 and 623 Section 262 of the New York Law DGCL and who shall has not have withdrawn such demand subsequently failed to perfect or otherwise have forfeited waived, withdrawn, or lost such holder’s appraisal rights under the DGCL with respect to such shares (collectively, "such Common Shares 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 shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Merger Effective Time, such holder fails to perfect, waives, withdraws, or represent loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Common Shares shall be treated as if they had been converted as of the Merger Effective Time into the right to receive cash pursuant to Section 2.1. Such shareholders shall be entitled to receive payment of the appraised value of such DOCP Shares held by them Merger Consideration in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receiveSection 4.1(b), without any interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP case may be. The Company shall give provide Buyer prompt written notice of any demands received by the Company for appraisal received by itof Common Shares, withdrawals any waiver or withdrawal of any such demandsdemand, and any other instruments served pursuant demand, notice, or instrument delivered to the New York Law received by DOCP and relating thereto. DOCP Company prior to the Merger Effective Time that relates to such demand, and Buyer shall jointly have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under the New York Lawsuch demands. Neither DOCP nor Buyer shall, except Except with the prior written consent of Buyer, the other, Company shall not make any payment with respect to any demands for appraisalto, or settle, or offer to settle, or settle, any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares shares of Company Stock that are issued and outstanding immediately prior to the Effective Time and which are held by shareholders stockholders who shall have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who shall be are entitled to demand and shall have demanded have, in all respects, properly exercised appraisal rights of such shares and perfected a demand for and are entitled to appraisal rights in writing payment for respect of such DOCP Shares shares in accordance with Sections 910 and 623 Section 262 of Delaware Law and, as of the New York Effective Time, have complied in all respects with Section 262 of Delaware Law and who shall not have waived, effectively withdrawn or lost such demand or otherwise have forfeited Person’s rights to such appraisal rights and payment under Delaware Law with respect to such shares (collectively, "the “Dissenting Shares"”) shall not be converted into or represent the right to receive cash the Merger Consideration pursuant to Section 2.12.02. Such shareholders stockholders instead shall only be entitled to receive payment of the appraised fair value of such DOCP Dissenting Shares held by them in accordance with the provisions of, and as provided by, Section 262 of Delaware Law. At the New York Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist and such stockholders shall cease to have any rights with respect thereto except the rights set forth in Section 262 of Delaware Law, except that all . All Dissenting Shares held by shareholders stockholders who shall have failed to perfect or who effectively shall have waived, withdrawn, forfeited or otherwise lost their rights the right to appraisal of such DOCP Shares shares of Company Stock under the New York Section 262 of Delaware Law shall thereupon be deemed to have been canceled and converted into and to have become exchangeableinto, as of the Effective Time, for the right to receive, without any interest thereon, and after giving effect to any required Tax withholdings, the applicable consideration provided in Section 2.1, Merger Consideration upon surrender, surrender in the manner provided in Section 2.22.03. The Company shall (a) give Parent prompt written notice of any notice or demand for appraisal or payment for shares of Company Stock, any withdrawals of such demands received by the Certificate or Certificates that formerly evidenced such DOCP Shares. Company prior to the Effective Time and any other instrument served pursuant to Delaware Law and received by the Company relating to Section 262 of Delaware Law, (b) DOCP shall give Buyer prompt notice of any demands for appraisal received by it, withdrawals of such demands, and any other instruments served pursuant Parent the opportunity to the New York Law received by DOCP and relating thereto. DOCP and Buyer shall jointly direct all negotiations and proceedings with respect to any such demands for appraisal under the New York Law. Neither DOCP nor Buyer shalland (c) not, except with without the prior written consent of the otherParent, make any payment with respect to any demands for appraisalto, or settle or offer to settle, settle or settleotherwise negotiate, any such demands, or 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 Delaware Law, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares shares of the Subsidiary Common Stock or the Subsidiary Preferred Stock that are outstanding immediately prior to the Effective Time and that are held by shareholders any holder who shall have not voted in favor of the Merger or consented thereto in writing is entitled to demand and who shall be entitled to and shall have demanded demands properly in writing payment appraisal for such DOCP Shares shares of Subsidiary Common Stock or Subsidiary Preferred Stock in accordance with with, and who complies in all respects with, Sections 910 and 623 92A.300 to 92A.500, inclusive, of the New York Law and who shall not have withdrawn NRS (any such demand shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise have forfeited loses such holder’s appraisal rights (collectively, "Dissenting Shares"under the NRS with respect to such shares) shall not be cancelled or converted into into, or represent the right to receive cash pursuant to Section 2.1. Such shareholders receive, the consideration payable in respect of such shares in accordance with Sections 2(a) or 2(d) hereof, but such holder of Dissenting Shares shall instead be entitled only to receive payment payment, if any, of the appraised value of such DOCP Shares held by them shares of Subsidiary Common Stock in accordance with the provisions of Section 92A.460 of the New York LawNRS. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except that the right to receive the appraised value of such shares in accordance with the provisions of Sections 92A.300 to 92A.500, inclusive, of the NRS. Notwithstanding the foregoing, all Dissenting Shares held by shareholders any such holder who (i) shall have failed to perfect or who effectively shall have withdrawn, forfeited withdrawn or otherwise lost their its rights to appraisal of such DOCP Dissenting Shares under Sections 92A.300 to 92A.500, inclusive, of the New York Law NRS or (ii) a court of competent jurisdiction shall have determined that such holder is not entitled to the relief provided by Sections 92A.300 to 92A.500, inclusive, of the NRS, shall thereupon be deemed to have been automatically cancelled or converted into into, and to have become exchangeableexchangeable for, as of the Effective Time, for and shall represent only the right to receive, receive the consideration payable in respect of such shares in accordance with Sections 2(a) or 2(d) without any interest thereon, following the applicable consideration provided in Section 2.1, upon surrender, surrender of the Certificates in the manner provided in Section 2.24, and the right of such holder to payment of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP shall give Buyer prompt notice of any demands for appraisal received by it, withdrawals appraised value of such demands, and any other instruments served pursuant to the New York Law received by DOCP and relating thereto. DOCP and Buyer Dissenting Shares shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York Law. Neither DOCP nor Buyer shall, except with the prior written consent of the other, make any payment with respect to any demands for appraisal, or offer to settle, or settle, any such demandscease.

Dissenting Shares. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, DOCP Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by shareholders a stockholder who shall have did not voted vote in favor of the Merger or consented thereto in writing and who shall be is entitled to demand and shall have demanded properly demands appraisal of such shares pursuant to, and who complies in writing payment for such DOCP Shares in accordance with Sections 910 and 623 all respects with, the provisions of Section 262 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights DGCL (collectivelythe “Dissenting Stockholders”), "Dissenting Shares") shall not be converted into or represent be exchangeable for the right to receive cash pursuant to Section 2.1. Such shareholders the Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to receive payment of the appraised fair value of such DOCP Shares held by them shares in accordance with the provisions of Section 262 of the New York LawDGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except that all the right to receive the fair value of such Dissenting Shares held by shareholders who in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or who effectively shall have withdrawn, forfeited effectively withdrawn or lost their rights to appraisal of such DOCP Shares under the New York Law DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Company Common Stock shall thereupon be deemed to have treated as if they had been converted into and become exchangeable for the right to have become exchangeablereceive, as of the Effective Time, the Merger Consideration for the right to receiveeach such share of Company Common Stock, in accordance with Section 2.1(b), without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP . The Company shall give Buyer Parent (i) prompt notice of any written demands for appraisal received by itof any shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to the New York Law DGCL and received by DOCP the Company relating to stockholders’ rights of appraisal, and relating thereto. DOCP (ii) the opportunity to participate in and Buyer shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the New York LawDGCL. Neither DOCP nor Buyer shallPrior to the Effective Time, except with the Company shall not, without the prior written consent of the otherParent, voluntarily make any payment with respect to any demands for appraisal, or offer to settleto, or settle, or offer or agree to settle, any such demandsdemand for payment. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP including Section 2.03, Company Shares issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and held by shareholders a holder who shall have has not (i) not waived such holder’s appraisal rights with respect to such Company Shares in accordance with Section 262 of the DGCL (such Company Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Company Shares), (ii) not voted in favor of the Merger adoption of this Agreement or consented thereto in writing or (iii) who was not entitled to vote on the adoption of this Agreement and not entitled to consent to the adoption of this Agreement but who has properly demanded, or is otherwise entitled to demand and properly demands, appraisal rights pursuant to, and who shall be entitled to and shall have demanded properly has complied in writing payment for such DOCP Shares in accordance with Sections 910 and 623 all respects with, the provisions of Section 262(a) of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, "Dissenting Shares") DGCL shall not be converted into a right to receive a portion of the Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws or represent loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such dissenting shareholder to be paid the fair value of such dissenting shareholder’s Dissenting Shares under Section 262 of the DGCL shall cease and such Company Shares shall be treated as if they had been converted as of the Effective Time into the right to receive cash the portion of the Merger Consideration, if any, to which such holder is entitled pursuant to Section 2.1. Such shareholders shall be entitled to receive payment of the appraised value of such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive2.03(b), without any interest thereon, at the applicable consideration provided in Section 2.1, upon surrender, times and in the manner provided for in Section 2.2this Agreement, upon surrender of the Certificate certificate or Certificates certificates that formerly evidenced such DOCP Company Shares. (b) DOCP , along with a duly completed and executed Letter of Transmittal. The Company shall give Buyer provide Parent prompt written notice of any demands received by the Company for appraisal received by itof any of the Company Shares, withdrawals any withdrawal of any such demands, demand and any other instruments served demand, notice or instrument delivered to the Company prior to the twenty-first day after the Effective Time pursuant to the New York Law received by DOCP DGCL that relates to such demand, and relating thereto. DOCP Parent shall have the opportunity to participate in (but the Company and Buyer Securityholders’ Representative, as applicable, shall jointly direct direct) all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the New York Law. Neither DOCP nor Buyer shalltwenty-first day after the 0000-0000-0000.4 Effective Time, except with the Company shall not, without the prior written consent of the otherParent, make any payment with respect to any demands for appraisalto, or settle or offer to settle, or settle, any such demands, or agree to do any of the foregoing. As soon as practicable after the date hereof, the Company shall distribute a notice to each Stockholder which such notice shall comply with the requirements of Section 262(d)(2) and 228(e) of the DGCL.

Dissenting Shares. (a) Notwithstanding any other provision Shares of this Agreement to the contrary, DOCP Shares Company Common Stock issued and outstanding immediately prior to the Effective Time and held by shareholders a holder who shall have has not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have has demanded properly in writing payment appraisal for such DOCP Shares shares in accordance with Sections 910 and 623 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights DGCL (collectively, "“Dissenting Shares"”) shall not be converted into or represent the right to receive cash pursuant to Section 2.1. Such shareholders the Per Share Merger Consideration but instead shall be entitled to receive payment of the appraised fair value of such DOCP Dissenting Shares held by them in accordance as may be determined to be due with the provisions respect to such Dissenting Shares pursuant to Section 262 of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their rights to appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into DGCL (and to have become exchangeable, as of at the Effective Time, for such Dissenting Shares shall no longer be outstanding and shall be automatically canceled and retired and shall cease to exist and such holder shall cease to have any rights with respect thereto except the rights set forth in Section 262 of the DGCL), unless and until such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal under the DGCL. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal, each such share of Company Common Stock shall be treated as if it had been converted at the Effective Time into the right to receivereceive the Per Share Merger Consideration as and when provided in Section 2.1(a), without any interest thereon, the applicable consideration provided in Section 2.1, upon surrender, in the manner provided in Section 2.2, of the Certificate or Certificates that formerly evidenced such DOCP Shares. (b) DOCP . The Company shall give Buyer Parent (i) prompt written notice of (x) any demands for appraisal pursuant to the DGCL received by itthe Company, (y) withdrawals of such demands, and (z) any other instruments served pursuant to the New York Law DGCL and received by DOCP the Company in connection with such demands, and relating thereto. DOCP and Buyer shall jointly direct (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the New York LawDGCL prior to the Effective Time. Neither DOCP nor Buyer shallThe Company shall not, except with the prior written consent of the otherParent or as otherwise required by applicable Law, make any payment or agree to make any payment with respect to any such demands for appraisal, appraisal or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, DOCP Shares outstanding immediately prior to the Effective Time and held by shareholders who shall shares of Company Capital Stock that have not been voted in favor of the Merger or consented thereto in writing adoption of this Agreement and who shall be entitled with respect to which a demand for payment and shall appraisal have demanded been properly in writing payment for such DOCP Shares made in accordance with Sections 910 and 623 Chapter 23B.13 of the New York Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights WBCA (collectively, "“Dissenting Shares") shall ”), will not be converted into or represent the right to receive cash the Merger Cash otherwise payable with respect to such shares of Company Capital Stock 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 Dissenting Shares pursuant to Section 2.1. Such shareholders shall be entitled to receive payment the WBCA. (b) If a holder of the appraised value of such DOCP Shares held by them in accordance with the provisions of the New York Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect (a “Dissenting Shareholder”) withdraws such holder’s demand for such payment and appraisal or who effectively shall have withdrawn, forfeited or lost their rights to becomes ineligible for such payment and appraisal of such DOCP Shares under the New York Law shall thereupon be deemed to have been converted into and to have become exchangeablethen, as of the Effective TimeTime or the occurrence of such event of withdrawal or ineligibility, for whichever last occurs, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive, without any interest thereonand will be exchangeable for, the applicable consideration provided Merger Cash into which such Dissenting Shares would have been converted pursuant to Section 1.8(a), subject to the escrow provisions described in Section 2.1, upon surrender, in the manner provided in Section 2.2, 1.8(b) and Article VII of the Certificate or Certificates that formerly evidenced such DOCP Sharesthis Agreement. (bc) DOCP shall The Company will give Buyer prompt Parent prompt, and in any event within three (3) Business Days, notice of any demands for appraisal received by itnotices of intent to demand payment with respect to any shares of Company Capital Stock, attempted withdrawals of such demands, notices and any other instruments served pursuant to the New York Law WBCA and received by DOCP the Company relating to dissenters’ rights, and relating thereto. DOCP and Buyer Parent shall jointly direct have the right to participate in all negotiations and proceedings with respect to demands for appraisal under the New York Lawsuch demand. Neither DOCP nor Buyer shallThe Company agrees that, except with the prior written consent of Parent, or as required under the otherWBCA, it will not voluntarily make any payment with respect to any demands for appraisalto, or settle or offer or agree to settle, or settle, any such demandsdemand for appraisal. Each Dissenting Shareholder who, pursuant to Chapter 23B.13 of Washington, becomes entitled to payment of the value of the Dissenting Shares will receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to such provisions), subject to the escrow provisions described in Section 1.8 and Article VII of this Agreement.